10-Q 1 v202297_10q.htm Unassociated Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 10-Q
(Mark One)
 
x Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarter Ended September 30, 2010.
 
o Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 (No fee required)
For the transition period from _______ to _______.
 
Commission file number: 000-27407
 
SPINE PAIN MANAGEMENT, 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 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 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
 
As of November 3, 2010, the registrant had 17,378,396 shares of common stock, $0.001 par value (the only class of voting stock), issued and outstanding.
 



 
SPINE PAIN MANAGEMENT, INC.
(Formerly “VERSA CARD, INC.”)

FORM 10-Q

TABLE OF CONTENTS

PART I
 
FINANCIAL INFORMATION
    F-1  
             
Item 1.
 
Financial Statements
       
             
   
Balance Sheets as of September 30, 2010 (Unaudited) and December 31, 2009
    F-1  
             
   
Statements of Operations for the three and nine months ended September 30, 2010 and 2009 (Unaudited)
    F-2  
             
   
Statements of Cash Flows for the nine months ended September 30, 2010 and 2009 (Unaudited)
    F-3  
             
   
Notes to Financial Statements (Unaudited)
    F-4  
             
Item 2.
 
Management's Discussion and Analysis of Financial Condition and Results of Operations
    3  
             
Item 4.
 
Controls and Procedures
    5  
             
PART II
 
OTHER INFORMATION
    5  
             
Item 1.
 
Legal Proceedings
    5  
             
Item 2.
 
Unregistered Sales of Equity Securities and Use of Proceeds
    7  
             
Item 3.
 
Defaults Upon Senior Securities
    7  
             
Item 6.
 
Exhibits
    8  
             
   
Signatures
    10  
 
2

 
PART I
 
SPINE PAIN MANAGEMENT, INC. (FORMERLY "VERSA CARD, INC.")
           
BALANCE SHEETS
           
             
   
September 30,
   
December 31,
 
ASSETS
 
2010
   
2009
 
   
(Unaudited)
       
CURRENT ASSETS
           
  Cash
  $ -     $ 32,789  
  Accounts receivable, net
    2,632,011       508,499  
  Prepaid expenses
    182,958       -  
      Total current assets
    2,814,969       541,288  
                 
TOTAL ASSETS
  $ 2,814,969     $ 541,288  
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
CURRENT LIABILITIES
               
  Book overdraft
  $ 8,909     $ -  
  Accounts payable and accrued liabilities
    367,461       475,138  
  Notes payable
    -       11,317  
  Due to former officers and directors
    -       56,016  
  Due to related party
    965,999       269,295  
      Total current liabilities
    1,342,369       811,766  
                 
COMMITMENTS AND CONTINGENCIES
               
                 
STOCKHOLDERS' EQUITY (DEFICIT)
               
  Common stock: $0.001 par value, 50,000,000 shares
               
authorized; 17,378,396 and 16,867,682 shares issued and outstanding
         
at September 30,  2010 and December 31, 2009, respectively
    17,378       16,868  
  Additional paid-in capital
    15,566,674       14,717,352  
  Accumulated deficit
    (14,111,452 )     (15,004,698 )
    Total stockholders’ equity (deficit)
    1,472,600       (270,478 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  $ 2,814,969     $ 541,288  
 
See accompanying notes the condensed financial statements
 
F-1

 
SPINE PAIN MANAGEMENT, INC. (FORMERLY "VERSA CARD, INC.")
             
UNAUDITED STATEMENTS OF OPERATIONS
                   
                         
   
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
   
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
 
   
2010
   
2009
   
2010
   
2009
 
                         
                         
REVENUE
  $ 1,606,757     $ 230,000     $ 4,791,016     $ 230,000  
Less allowance for discount
    750,660       12,000       2,245,276       12,000  
Net Revenue
    856,097       218,000       2,545,740       218,000  
                                 
COST OF SALES
                               
  Service costs
    108,600       -       154,800       -  
  Service costs - related party
    197,400       64,900       838,300       64,900  
Total Service costs
    306,000       64,900       993,100       64,900  
                                 
GROSS PROFIT
    550,097       153,100       1,552,640       153,100  
                                 
OPERATING EXPENSES
                               
  General and administrative expenses
    282,414       33,458       664,592       1,084,361  
Total Operating Expenses
    282,414       33,458       664,592       1,084,361  
                                 
NET INCOME (LOSS) FROM OPERATIONS
    267,683       119,642       888,048       (931,261 )
                                 
Other income
    208       -       5,198       -  
                                 
NET INCOME (LOSS)
  $ 267,891     $ 119,642     $ 893,246     $ (931,261 )
                                 
NET INCOME (LOSS) PER SHARE:
                               
     Basic and Diluted
  $ 0.02     $ 0.01     $ 0.05     $ (0.06 )
                                 
WEIGHTED-AVERAGE SHARES:
                               
     Basic and Diluted
    17,252,853       16,317,682       17,081,078       15,680,319  
 
 See accompanying notes the condensed financial statements
 
F-2

 
SPINE PAIN MANAGEMENT, INC. (FORMERLY "VERSA CARD, INC.")
       
UNAUDITED STATEMENTS OF CASH FLOWS
           
             
             
             
   
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
 
   
2010
   
2009
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
  Net income (loss)
  $ 893,246     $ (931,261 )
  Adjustments to reconcile net income (loss) to net cash used in operating activities:
               
    Stock based compensation
    582,500       769,000  
    Changes in assets and liabilities:
               
       Accounts receivable
    (2,123,512 )     (218,000 )
       Prepaid expenses
    (182,958 )     -  
       Accounts payable and accrued liabilities
    (107,677 )     108,389  
          Net cash used in operating activities
    (938,401 )     (271,872 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
      Book overdraft
    8,909       -  
      Issuance of common stock for repayment of debt
    199,999       -  
      Proceeds from related party
    696,704       272,756  
          Net cash provided by financing activities
    905,612       272,756  
    NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
    (32,789 )     884  
                 
    BEGINNING OF PERIOD
    32,789       -  
    END OF PERIOD
  $ -     $ 884  
                 
Supplementary disclosure of non-cash investing and financing
               
       activities:
               
                 
     Contribution to additional paid-in capital of amounts due to former related parties
  $ 67,333     $ -  
                 
     Acquisition of intangible assets with issuance of stock
  $ -     $ (230,697 )
                 
     Asset impairment loss
  $ -     $ 230,697  
 
See accompanying notes the condensed financial statements
 
F-3

 
SPINE PAIN MANAGEMENT, INC.

NOTES TO THE FINANCIAL STATEMENTS (Unaudited)

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”),  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.

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 in 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.  On June 19, 2010, the Company opened a new spine injury treatment center in McAllen, Texas. This new center facilitates medical spine injection procedures to patients from the lower Rio Grand Valley, including the cities of Harlingen, Brownsville and Edinburg, Texas.  Like the Company’s Houston facility, the McAllen center uses a fellowship trained pain doctor to provide spine diagnostic injections, with assistance from Emergency Medical Transit and specialized radiological personnel. The Company is also currently evaluating the development of additional spine injury treatment centers in Texas and across the United States.
 
The Company is a medical marketing, management and billing and collection company facilitating treatment for patients who have sustained spine injuries resulting from automobile and work-related accidents. 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. 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.
 
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.
 
 
F-4

 
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.
 
GOING CONCERN
 
The Company has a history of recurring losses from operations and has an accumulated deficit of approximately $14.0 million as of September 30, 2010.  Successful business operations and its transition to attaining profitability are dependent upon obtaining additional financing and achieving a level of revenue adequate to support its cost structure. Considering the nature of the business, the Company is not generating immediate liquidity and sufficient working capital within a reasonable period of time to fund its planned operations and strategic business plan through March 31, 2011; 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 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.

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 spine pain injury treatment 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 operations for the year ended December 31, 2009.  The Company also filed a lawsuit against Messrs. Koslow and Waltzer, which was resolved through a settlement agreement and dismissed.
 
On November 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.
 
F-5

 
NOTE 3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
The following are summarized accounting policies considered to be significant by the Company’s management:
 
Basis of Presentation

The accompanying unaudited condensed financial statements of Spine Pain Management, Inc. (the "Company") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC”). Certain information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such SEC rules and regulations. Nevertheless, the Company believes that the disclosures are adequate to make the information presented not misleading. These interim condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's 2009 Annual Report as filed on Form 10K. In the opinion of management, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company with respect to the interim financial statements and the results of its operations for the interim period ended September 30, 2010, have been included. The results of operations for interim periods are not necessarily indicative of the results for a full year.
 
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.
 
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.  Payments for services are primarily made to the Company by a third party. Due to the Company’s relatively recent entry into this area of operations, collection is averaging over 220 days. However, management believes that the number of days outstanding on the collections will be reduced in the near future.
 
F-6


The Company’s Statements of Operations reflect gross revenues less an allowance for estimated discounts that the Company may ultimately provide patients in connection with the resolution of their accident lawsuits with defendants.  The Company believes this revenue recognition criteria is consistent with ASC Topic 954-605-25-3 and ASC Topic 954-605-25-4.  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. The Company anticipates this allowance for estimated discounts will remain relatively consistent as a percentage of gross revenue at established rates.  The Company will adjust the discount rate from its current level, as needed, based on future case resolution experience.

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.
 
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.
 
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.
 
F-7

 
The Company is current in its income tax return filings and the filings did not have any significant impact on the Company’s financial position, its results of operations and cash flows considering its Net Operating Loss (“NOL”) carryforward to offset current tax liabilities.
 
Although the Company has net income from operations of approximately $888,000 for the nine months ended September 30, 2010, management believes that no provision for federal and state income taxes is considered necessary for the nine months ended September 30, 2010, as the company has the benefit of significant net operating losses carried forward from prior years. Management also determined that any amounts payable in the form of federal and state income tax liabilities including resultant penalties and interest, will not have a material 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).

Reclassification

Certain items in the 2009 statement of operations for the three and nine month periods ended September 30, 2009 have been reclassified to conform to the 2010 presentation. Such reclassifications had no effect on the net income (loss) for such periods.

Accounting Standard Updates

In October 2009, the FASB issued Accounting Standard Updates (“ASU”) No. 2009-13, “Revenue Recognition (Topic 605)-Multiple Deliverable Revenue Arrangements,” which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Specifically, this guidance amends the criteria in Subtopic 605-25, “Revenue Recognition-Multiple-Element Arrangements,” for separating consideration in multiple-deliverable arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method and also requires expanded disclosures. The guidance in this update is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s financial position and results of operations.

In April 2010, the FASB issued ASU No. 2010-12, “Income Taxes” (Topic 740). ASU No. 2010-12 amends FASB ASU subtopic 740-10 “Income Taxes” to include paragraph 740-10-S99-4. FASB Codification Topic 740, Income Taxes, requires the measurement of current and deferred tax liabilities and assets to be based on provisions of enacted tax law. The effects of future changes in tax laws are not anticipated. Therefore, the different enactment dates of the Act and reconciliation measure may affect registrants with a period-end that falls between March 23, 2010 (enactment date of the Act), and March 30, 2010 (enactment date of the reconciliation measure). However, the announcement states that the SEC would not object if such registrants were to account for the enactment of both the Act and the reconciliation measure in a period ending on or after March 23, 2010, but notes that the SEC staff “does not believe that it would be appropriate for registrants to analogize to this view in any other fact patterns.” The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In April 2010, the FASB issued ASU No. 2010-17, “Revenue Recognition-Milestone Method” (Topic 605). ASU No. 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. An entity often recognizes these milestone payments as revenue in their entirety upon achieving a specific result from the research or development efforts. A vendor can recognize consideration that is contingent upon achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. Determining whether a milestone is substantive is a matter of judgment made at the inception of the arrangement. The ASU is effective for fiscal years and interim periods within those fiscal years beginning on or after June 15, 2010. Early application is permitted. Entities can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.
 
F-8


Other ASUs that are effective after June 30, 2010, are not expected to have a significant effect on the Company’s financial position or results of operations.
 
NOTE 4.  NOTES PAYABLE
 
Notes payable consist of the following:

   
September 30,
   
December 31,
 
   
2010
   
2009
 
             
Note payable to an individual
  $ -     $ 9,334  
Note payable to a company
    -       1,983  
Total
  $ -     $ 11,317  

On September 9, 2010, the Company’s Board of Directors voted in favor of writing off outstanding payables that were over five years old and could not be confirmed. Accordingly, certain notes payable totaling $11,317 as of December 31, 2009 are no longer reflected in the Company’s financial statements as of September 30, 2010.

NOTE 5. DUE TO FORMER OFFICERS AND DIRECTORS

Due to former officers and directors consists of:

   
September 30,
   
December 31,
 
   
2010
   
2009
 
             
Due to former Chief Executive Officer
  $ -     $ 4,237  
Due to former Chief Accounting Officer
    -       51,779  
Total
  $ -     $ 56,016  

On September 9, 2010, the Company’s Board of Directors voted in favor of writing off outstanding amounts due to former officers and directors that were over five years old and could not be confirmed. Accordingly, certain amounts due to former officers and directors totaling $56,016 as of December 31, 2009 are no longer reflected in the Company’s financial statements as of September 30, 2010.

F-9


NOTE  6.  DUE TO RELATED PARTIES

Due to related parties consists of:

   
September 30,
   
December 31,
 
   
2010
   
2009
 
             
Due to Northshore Orthopedics Assoc.
  $ 638,300       -  
Due to Chief Executive Officer
    327,699       269,295  
Total
  $ 965,999     $ 269,295  

Amounts due to Northshore Orthopedics Assoc. and the Chief Executive Officer are non-interest bearing, due on demand and do not follow any specific repayment schedule. The Company used the amount financed for meeting its working capital requirements.

NOTE  7. RELATED PARTY TRANSACTIONS

Medical Services Agreement

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 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.  NSO charges the Company a fixed per-patient fee (which is predetermined and prenegotiated) as compensation for these services, pursuant to the agreement.  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.  NSO is responsible for its own taxes associated with its performance of the services and receipt of payments pursuant to this agreement.  NSO is the sole operator of the clinic that treats the patients.  The medical services agreement has a term of three years, and thereafter will automatically renew for another three years at the discretion of involved parties.

As of September 30, 2010, the Company had a balance of $638,300 payable towards NSO’s costs incurred by the Company’s Chief Executive Officer, William Donovan, M.D., which is included as cost of sales in the accompanying statements of operations. NSO is owned by Dr. Donovan.  The Company does not directly pay Dr. Donovan (in his individual capacity) any fees in connection with NSO’s services.  Because Dr. Donovan is the sole owner of NSO, however, 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, and on May 25, 2010, the Company issued 285,714 restricted shares of common stock to Dr. Donovan for the conversion of $200,000 of outstanding debt owed by the Company to NSO.
 
NOTE  8. COMMON STOCK
 
Stock Issuances
 
On May 11, 2010, the Company issued 50,000 restricted shares of common stock to John Talamas for his employment agreement.
 
On May 13, 2010, the Company issued 250,000 restricted shares of common stock valued at $225,000 to Richard Specht, a Director of the Company, as consideration for serving on the Board of Directors.
 
On May 25, 2010, the Company issued 285,714 restricted shares of common stock to William Donovan, M.D., the Company’s Chief Executive Officer, for the conversion of $200,000 of outstanding debt owed by the Company to NSO.
 
F-10

 
On August 11, 2010, the Company issued 50,000 restricted shares of common stock, each to Jerry Bratton, Franklin A. Rose, and John Bergeron, valued at a total of $97,500, as consideration for serving on the Board of Directors.
 
On August 24, 2010, the Company received and cancelled a total of 625,000 shares of common stock, previously issued to Brian Koslow and David Waltzer, in settlement of a lawsuit.
 
On September 30, 2010, the Company issued 400,000 shares of common stock as payment for professional  services.
 
NOTE  9.  INCOME TAXES
 
The Company has not made provision for income taxes for the nine-month period ended September 30, 2010, since the Company has a net operating loss carryforward to offset current  net operating incomes.
 
Deferred income tax assets consist of:
 
   
September 30, 2010
   
December 31, 2009
 
Net operating loss carryforwards
  $ 2,119,994     $ 2,675,400  
Less valuation allowance
  $ (2,119,994 )   $ (2,675,400 )
Deferred income tax assets, net
  $ -     $ -  
 
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 $2,119,994 and $2,675,400 attributable to the future utilization of the approximate $5,435,960 and $6,860,000 in eligible net operating loss carryforwards as of September 30, 2010 and December 31, 2009, 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.
 
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.
 
The Company is current in its income tax return filings and the filings did not have any significant impact on the Company’s financial position, its results of operations and cash flows considering its net operating loss carryforward.
 
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 10.  COMMITMENTS AND CONTINGENCIES
 
On June 22, 2010, the Company filed a lawsuit against HSC Holdings, LLC (“HSC”) and Ilona Alexis Mandelbaum in the United States District Court for the Southern District of Texas.  The Company had previously executed certain consulting agreements with HSC providing for the Company to engage HSC as a consultant to provide certain business services.  In August 2010, the parties entered into a definitive settlement agreement, and the case was dismissed from District Court.
 
F-11

 
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.  The Company filed a motion to dismiss on April 16, 2010.  In October 2010, the motion was granted in part and denied in part.  The Court denied the Company’s motions to dismiss for lack of personal jurisdiction and improper venue/forum non conveniens, but granted the Company’s other motions and dismissed 1) the Plaintiffs’ counts alleging fraud, 2) the Plaintiffs’ count alleging the individual liability of Dr. Donovan, and 3) the Plaintiffs’ claim for punitive damages.  The case is still pending in District Court.  We believe the case is without merit and will continue to vigorously fight the lawsuit. There can be, however, no assurance that the ultimate outcome of this case will be favorable to the Company.
 
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 Plaintiff Funding, Inc.  In August 2010, the parties entered into a definitive settlement agreement, and subsequently the case was dismissed from District Court.
 
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.  The case is currently scheduled to go to trial in January 2011.  We believe the case is without merit and are vigorously fighting the lawsuit. There can be no assurance, however, that the outcome of this case will be favorable to the Company.
 
In March 2008, Kent Carasquero, 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  11.  SUBSEQUENT EVENTS
 
In October 2010, two investors subscribed to purchase an aggregate of $150,000 in debentures and warrants of the Company.  The debentures have an aggregate principal face amount of $150,000 and bear interest at the rate of 10% per annum.  The entire principal amount of the debentures is due in one lump sum in June 2013.  The warrants include three different sets as follows: (i) two year Series A Warrants to purchase an aggregate of 75,000 shares of common stock at the price of $1.50 per share, (ii) three year Series B Warrants to purchase an aggregate of 37,500 shares of common stock at the price of $3.00 per share, and (iii) three year Series C Warrants to purchase an aggregate of 37,500 shares of common stock at the price of $5.00 per share.
 
F-12

 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion should be read in conjunction with our consolidated financial statements and the related notes to the financial statements included in this Form 10-Q.

FORWARD LOOKING STATEMENT AND INFORMATION

We are including the following cautionary statement in this Form 10-Q 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-Q 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 relationships with contractors owning such facilities as needed by spine surgeons, orthopedic surgeons and other healthcare providers across the nation.
 
Results of Operations
 
The unaudited financial statements as of September 30, 2010 and for the three and nine months ended September 30, 2010 and 2009 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of September 30, 2010 and the results of operations and cash flows for the periods ended September 30, 2010 and 2009. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three and nine months ended September 30, 2010 are not necessarily indicative of the results to be expected for any subsequent quarter or of the entire year ending December 31, 2010.
 
3

 
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2009 as included in our report on Form 10-K.
 
Comparison of the three month period ended September 30, 2010 with the three month period ended September 30, 2009.
 
The Company recorded approximately $1.6 million in gross service revenues for the three months ended September 30, 2010, offset in part by approximately $751,000 of standard allowance for discount, resulting in net revenue of approximately $856,000. For the same period in 2009, gross revenue was approximately $230,000, offset in part by approximately $12,000 of standard allowance for discount, resulting in net revenue of approximately $218,000. This increase is attributable to revenues generated from the Company’s spine injury treatment centers in Houston and McAllen, Texas.  During the three month period ended September 30, 2009, the Company’s operations were limited and only reflects about one month’s revenue, since the center was newly opened. The Company’s spine injury treatment center in Houston opened in August 2009, and its center in McAllen opened in June 2010.
 
Service cost was approximately $306,000 for the three months ended September 30, 2010 compared to $64,900 for the same period in 2009. During the three months ended September 30, 2010, the Company incurred approximately $282,000 of general and administration expenses as compared to approximately $33,000 for the same period in 2009.
 
As a result of the foregoing, the Company had net income of approximately $268,000 for the three months ended September 30, 2010, compared to approximately $120,000 for the three months ended September 30, 2009, resulting in an increase of approximately $148,000 or 123.3%.

Comparison of the nine month period ended September 30, 2010 with the nine month period ended September 30, 2009.
 
The Company recorded approximately $4.8 million in gross service revenues for the nine months ended September 30, 2010, offset in part by approximately $2.2 million of standard allowance for discount, resulting in net revenue of approximately $2.5 million. For the same period in 2009, gross revenue was approximately $230,000. This increase is attributable to revenues generated from the Company’s spine injury treatment centers in Houston and McAllen, Texas. During the nine month period ended September 30, 2009, the Company’s operations were limited and only reflect about one month’s revenue, since the center was newly opened.
 
Service cost was approximately $993,000 for the nine months ended September 30, 2010 compared to approximately $65,000 for the same period in 2009.
 
During the nine months ended September 30, 2010, the Company incurred approximately $665,000 of general and administration expenses as compared to approximately $1.1 million for the same period in 2009. For the nine months ended September 30, 2010, there was approximately $583,000 of stock based compensation recorded as well as other expenses included in general and administrative expenses. For the nine months ended September 30, 2009, there was approximately $769,000 of stock based compensation recorded as well as other expenses included as general and administrative expenses.
 
As a result of the foregoing, the Company had net income of approximately $893,000 for the nine months ended September 30, 2010, compared to a net loss of approximately $931,000 for the nine months ended September 30, 2009, resulting in an increase of approximately $1,824,000 or 196.0%.
 
Liquidity and Capital Resources
 
4

 
For the nine months ended September 30, 2010, cash used in operations was approximately $938,000, which primarily included an increase in accounts receivable of approximately $2,124,000 and issuance of common stock for consulting services and stock based compensation of approximately $583,000 and net income from operations of approximately $893,000.  For the same period in 2009, net cash used in operating activities was approximately $272,000, which primarily included stock based compensation in the amount of approximately $769,000 and a net loss from operations of approximately $931,000.
 
For the nine months ended September 30, 2010, cash provided by financing activities was approximately $906,000, which was primarily proceeds from a related party. For the same period in 2009, cash provided by financing activities was approximately $273,000, which was from proceeds from related parties.
 
There was no cash provided or used in investing activities for the nine months ended September 30, 2010 or 2009.
 
ITEM 4.   CONTROLS AND PROCEDURES

Our principal executive officer and principal financial officer are responsible for establishing and maintaining disclosure controls and procedures for the Company. Such officers have concluded (based upon their evaluation of these controls and procedures as of the end of the period covered by this report) that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in this report is accumulated and communicated to management, including our principal executive and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

Our principal executive officer and principal financial officer have also indicated that, upon evaluation, there were no changes in our internal control over financial reporting or other factors during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls or our 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 override of the control. The design of any system of controls also 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. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
 
PART II   OTHER INFORMATION
 
ITEM 1.  LEGAL PROCEEDINGS
 
On June 22, 2010, the Company filed a lawsuit against HSC Holdings, LLC (“HSC”) and Ilona Alexis Mandelbaum in the United States District Court for the Southern District of Texas.  The Company had previously executed certain consulting agreements with HSC providing for the Company to engage HSC as a consultant to provide certain business services.  In August 2010, the parties entered into a definitive settlement agreement, and the case was dismissed from District Court.
 
5

 
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.  The Company filed a motion to dismiss on April 16, 2010.  In October 2010, the motion was granted in part and denied in part.  The Court denied the Company’s motions to dismiss for lack of personal jurisdiction and improper venue/forum non conveniens, but granted the Company’s other motions and dismissed 1) the Plaintiffs’ counts alleging fraud, 2) the Plaintiffs’ count alleging the individual liability of Dr. Donovan, and 3) the Plaintiffs’ claim for punitive damages.  The case is still pending in District Court.  We believe the case is without merit and will continue to vigorously fight the lawsuit. There can be, however, no assurance that the ultimate outcome of this case will be favorable to the Company.
 
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 Plaintiff Funding, Inc.  In August 2010, the parties entered into a definitive settlement agreement, and subsequently the case was dismissed from District Court.
 
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.  The case is currently scheduled to go to trial in January 2011.  We believe the case is without merit and are vigorously fighting the lawsuit. There can be no assurance, however, that the outcome of this case will be favorable to the Company.
 
In March 2008, Kent Carasquero, 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.
 
6

 
ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
On August 11, 2010, the Company issued 50,000 restricted shares of common stock to each of the new members elected to the Board of Directors on July 13, 2010, including Franklin A. Rose, M.D., John Bergeron and Jerry Bratton, for an aggregate of 150,000 shares.  The Company issued the shares as consideration for serving on the Board of Directors.  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 “accredited investors” (as such term is defined in Rule 501(a) of Regulation D) in an offer and sale not involving a public offering.  The holders of the shares acquired the securities for their own accounts and not with a view towards or for resale. There was no general solicitation or advertising conducted in connection with the issuance of the securities.
 
On September 30, 2010, the Company issued an aggregate of 400,000 restricted shares of common stock as payment for professional services.  Of the 400,000 shares, 100,000 were issued as payment for legal services and 300,000 shares were issued as payment for investment banking services.  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 “accredited investors” (as such term is defined in Rule 501(a) of Regulation D) in an offer and sale not involving a public offering.  The holders of the shares acquired the securities for their own accounts and not with a view towards or for resale. There was no general solicitation or advertising conducted in connection with the issuance of the securities.
 
ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
 
None.
 
7

 
 
INDEX TO EXHIBITS
 
Exhibit No.
 
Description
3(i)(a)
 
Articles of Incorporation dated March 4, 1998. (Incorporated by reference from Form 10K-SB filed with the SEC on January 5, 2000.) *
     
3(i)(b)
 
Amended Articles of Incorporation dated April 23,1998. (Incorporated by reference from Form 10K-SB filed with the SEC on January 5, 2000.) *
     
3(i)(c)
 
Amended Articles of Incorporation dated January 4, 2002. (Incorporated by reference from Form 10KSB filed with the SEC on May 21, 2003.) *
     
3(i)(d)
 
Amended Articles of Incorporation dated December 19, 2003. (Incorporated by reference from Form 10KSB filed with the SEC on May 20, 2004.) *
     
3(i)(e)
 
Amended Articles of Incorporation dated November 4, 2004. (Incorporated by reference from Form 10KSB filed with the SEC on April 15, 2005) *
     
3(i)(f)
 
Amended Articles of Incorporation dated September 7, 2005. (Incorporated by reference from Form 10QSB filed with the SEC on November 16, 2005) *
     
3(ii)
 
By-Laws dated April 23, 1998. (Incorporated by reference from Form 10K-SB filed with the SEC on January 5, 2000.) *
     
10(i)
 
The 2003 Benefit Plan of Delta Capital Technologies, Inc. dated August 20, 2003 (Incorporated by reference from Form S-8 filed with the SEC on August 26, 2003) *
     
10(ii)
 
Employee Agreement dated April 30, 2004 between the Company and Kent Carasquero. (Incorporated by reference from Form 10KSB filed with the SEC on May 20, 2004) *
     
10(iii)
 
Employee Agreement dated April 30, 2004 between the Company and Martin Tutschek. (Incorporated by reference from Form 10KSB filed with the SEC on May 20, 2004)  *
     
10(iv)
 
Employee Agreement dated October 1, 2004 between the Company and Roderick Shand (Incorporated by reference from Form 10KSB filed with the SEC on April 15, 2005) *
     
10(v)
 
Employee Agreement dated October 1, 2004 between the Company and Mr. Paul Bains (Incorporated by reference from Form 10KSB filed with the SEC on April 15, 2005) *
     
10(vi)
 
Consulting Agreement dated October 1, 2004 between the Company and Kent Carasquero. (Incorporated by reference from Form 10KSB filed with the SEC on April 15, 2005) *
     
10(vii)
 
Portal Development Agreement dated July 15, 2005 between the Company and Sygenics Interactive Inc. (Incorporated by reference from Form 8-K filed with the SEC on August 9, 2005) *
     
10(viii)
 
Debt Settlement Agreement dated August 3, 2005 between the Company and Rajesh Vadavia and Sygenics Interactive, Inc. (Incorporated by reference from Form 10KSB filed with the SEC on April 17, 2006) *
     
10(ix)
 
Debt Settlement Agreement dated September 30, 2005 between the Company and Leslie Lounsbury.  (Incorporated by reference from Form 10QSB filed with the SEC on November 16, 2005) *
     
10(x)
 
Debt Settlement Agreement dated November 9, 2005 between the Company and Roderick Shand. (Incorporated by reference from Form 10KSB filed on April 17, 2006) *
     
10(xi)
 
Debt Settlement Agreement dated November 9, 2005 between the Company and Paul Bains. (Incorporated by reference from Form 10KSB filed on April 17, 2006) *
     
10(xii)
 
Agreement and Plan of Merger between MangaPets Inc. and Intrepid World Communications Corporation dated January 29, 2007. (Incorporated by reference from Form 8-K filed on January 29, 2007) *
     
10(xiii)
 
Merger Agreement dated November 21, 2007 between the Company and First Versatile Smartcard Solutions Corporation (Incorporated by reference from Form 8-K filed on April 22, 2008) *
     
10(xiv)
 
Stock Purchase Agreement dated April 28, 2008 between the Company, First Versatile Smartcard Solutions Corporation and MacKay Group, Ltd. (Incorporated by reference from Form 10-K filed on April 15, 2009)*
     
10(xv)
 
Mutual Release and Settlement Agreement dated December 30, 2008 between the Company, James MacKay, MacKay Group, Ltd., Celebrity Foods, Inc. and Michael Cimino. (Incorporated by reference from Form 10-K filed on April 15, 2009)*
     
10(xvi)
 
Employment Agreement dated February 21, 2009 between the Company and William Donovan, M.D. (Incorporated by reference from Form 10-K filed on April 15, 2009)*
     
10(xvii)
 
Employment Agreement dated February 25, 2009 between the Company and John Talamas (Incorporated by reference from Form 10-K filed on April 15, 2009)*
     
 
8

 
10(xviii)
 
Employment Agreement dated February 21, 2009 between the Company and Brian Koslow (Incorporated by reference from Form 10-K filed on April 15, 2009)*
     
14
 
Code of Ethics (Incorporated by reference from Form 10KSB filed with the SEC on April 15, 2005) *
     
31(i)
 
Certification of principal executive officer required by Rule 13a – 14(1) or Rule 15d – 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31(ii)
 
Certification of principal financial officer required by Rule 13a – 14(1) or Rule 15d – 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32(i)
 
Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.
     
32(ii)
 
Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.
 
* Incorporated by reference from previous filings of the Company
 
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Spine Pain Management, Inc.
   
  Date: November 15, 2010
/s/ William F. Donovan, M.D.
 
By: William F. Donovan, M.D.
 
Chief Executive Officer and Principal Financial Officer
   
   
 
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