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Spine Pain Management, Inc – ‘10KSB/A’ for 12/31/07

On:  Thursday, 4/17/08, at 7:37pm ET   ·   As of:  4/18/08   ·   For:  12/31/07   ·   Accession #:  1062993-8-1814   ·   File #:  0-27407

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/18/08  Spine Pain Management, Inc        10KSB/A    12/31/07    4:289K                                   Newsfile Corp/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB/A     Amendment No. 3 to Annual Report for the Fiscal     HTML    320K 
                          Year Ended December 31, 2007                           
 2: EX-31.1     Section 302 Certification                           HTML      9K 
 3: EX-31.2     Section 302 Certification                           HTML     10K 
 4: EX-32.1     Section 906 Certification                           HTML      8K 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB/A
Amendment No. 3

(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, 2007.

[ ] 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

INTREPID GLOBAL IMAGING 3D, INC.
(Formerly “Mangapets, Inc.”)
(Name of Small Business Issuer in Its Charter)

1615 Walnut Street
3rd Floor
Philadelphia, PA 19103
(Address of Principal Executive Offices)

(435) 659-6018
(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)

     Check whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [   ] No [ x ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B not contained in this form, and if no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB [ ].

The registrant's total consolidated revenues for the year ended December 31, 2007 were $0.

The aggregate market value of the registrant's common stock, $0.001 par value (the only class of voting stock), held by non-affiliates was approximately $ 15,421,300 based on the average closing bid and asked prices for the common stock on April 14 2008.

At April 14, 2008, the number of shares outstanding of the registrant's common stock, $0.001 par value (the only class of voting stock), was 6,906,579

TABLE OF CONTENTS

PART I

3

PART I

ITEM 1. DESCRIPTION OF BUSINESS

General

As used herein the terms “Company,” “we,” “our”, and “us” refer to Intrepid, Inc. (formerly “MangaPets, Inc.”), a Delaware corporation and its subsidiaries and predecessors, unless the context indicates otherwise.

The Company was organized in 1998. Since inception, the Company has acquired and disposed of several technology and service related businesses. As more fully described below under the caption “Current Operations,” the Company’s current business plan is to develop and launch an interactive web portal and to acquire other ventures in the technology sector.

Historical Development

The Company decided in early 2005 to discontinue its operations with respect to the sale and deployment of the Triton product line of non-depository, indoor cash dispensers in connection with a license agreement acquired from Net Cash in 2003.

The Company’s operations have since focused on the development of the “Manga” interactive web portal and acquiring other ventures in the technology sector.

During 2006, in addition to completing the “Manga” themed web portal, the Company considered establishing a U.K. based subsidiary company to pursue acquisitions in the gaming sector. On the advice of counsel, and recent unfavorable events in the United States pertaining to on-line gaming, the Company decided not to pursue on-line gaming ventures.

Current Operations

After the signing of a letter of intent on April 14, 2005, the Company entered into a Portal Development Agreement (“Agreement”) on July 15, 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 with highly interactive two-dimensional graphical interfaces and a powerful multi-layered back end engine to enable the building of a worldwide virtual community.

The web portal was to be designed by integrating a combination of technologies previously developed and owned by Sygenics Inc., as well as third party software, and new software to be developed specifically for the Company by Sygenics.

Sygenics was expected to complete the first stage of the portal by December of 2005 and complete the final stage in August of 2006.

However, in 2006, a dispute arose between the Company and Sygenics. The work of Sygenics is currently suspended.

On December 4, 2006 the Company signed a Letter of Intent with Intrepid World Communications to merge one hundred percent (100%) of their Entertainment and Medical assets (the “Assets”) as well as documentation of its product licenses, agreements, office leases, patents, copyrights, trade secrets, technology licenses and agreements with vendors and customers, from a limited liability company organized and incorporated under the laws of Delaware.

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On Jan 29, 2007 Mangapets Inc. entered into a Material Definitive Agreement with Intrepid World Communications to merge one hundred percent (100%) of their Entertainment and Medical assets as well as documentation of its product licenses, agreements, office leases, patents, copyrights, trade secrets, technology licenses and agreements with vendors and customers.

On May 18, 2007, the shareholders holding the majority of the issued and outstanding common voting shares of the Corporation caused the Corporation not to complete on the Material Definitive Agreement. As a result of the Shareholders not agreeing with the merger between Intrepid World Communications and Intrepid Global Imaging 3D, Inc. caused the corporation to cancel 22,000,000 shares of Intrepid Global Imaging 3D, Inc. that were issued pending the closing of the material definitive agreement.

On May 18, 2007 the Material Definitive Agreement between Intrepid World Communications (“IWC”) and Intrepid Global Imaging 3D, (the “Company”) Inc. was terminated. The contract was terminated as a result of disapproval by the holders of a majority of the Company’s voting stock. There were no termination penalties incurred.

On May 18, 2007 as a result of the shareholder vote by the holders of a majority of our voting stock caused the Corporation to reduce it’s board by six board members and officers, Jim Fischbach, Lonny Bassin, John Byrne, Gabe Werba, Donald Miller and John Clark have been voted off as there services are no longer required. This is to be effected as soon as is practicable in accordance with the rules and regulations of the Securities Exchange Act of 1934 as amended, and the State of Delaware.

On May 18th, as a result of the shareholder vote by the holders of a majority of our voting stock,Effective May 18, 2007, the Shareholders appointed Ryan Hamouth as the Company’s chief operating officer. The appointment of Mr. Hamouth as the Company’s chief operating officer was not based on any prior understanding or arrangement.

On May 18th, as a result of the shareholder vote by the holders of a majority of our voting stock, Effective May 18, 2007, the Shareholders appointed Bill Hendricks as director and the Company’s chief executive officer. The appointment of Mr. Hendricks as the Company’s chief executive officer was not based on any prior understanding or arrangement.

On October 3^rd Intrepid Global Imaging 3D, Inc. had entered into a Letter of Intent (LOI) with Emerging Market Communications (EMC). The Letter of Intent ("Letter") is to set forth certain understandings between Emerging Market Communications (EMC) and Intrepid Global Imaging 3D, Inc (IGLB) to undertake a stock-for-stock tax-free reorganization under Internal Revenue Code § 351 (“A Reorganization/Reverse Merger”) for the purpose of maximizing the profit potential of both companies. After due diligence IGLB decided it wasn’t in the best interest of its shareholders to pursue this acquisition. There were no termination penalties incurred.

On October 15, 2007, the board of directors of the Company accepted the resignation of Ryan Hamouth as the Company’s chief operating officer and as a director.

On October 15, 2007, the Company appointed Richard Specht as a new member of the board of directors to serve until the Company’s next annual meeting of stockholders. The appointment of Mr. Specht as a director was not based on any prior understanding or arrangement.

On November 21, 2007, the board of directors of the Company accepted the resignation of Wilson W. (Bill) HendricksIII as the Company’s chief executive officer, chief financial officer and as a director.

On November 21, 2007, the Company appointed William R. Dunavant as the interm Chief Execuitve Officer, Chief Financial Officer and Director to serve until the Company’s next annual meeting of stockholders. The appointment of Mr. Dunavant as the interm Chief Execuitve Officer, Chief Financial Officer and a Director was not based on any prior understanding or arrangement.

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On November 26, 2007, Intrepid Global Imaging 3D, Inc. (the “Company”) entered into an agreement with First Versatile Smartcard Solutions Corporation (FVS) (the “Agreement”). The Boards of Directors of Intrepid and First Versatile Smartcard Solutions Corporation, and the sole shareholder of FVS, MacKay Group Limited (MKG), deemed it desirable and in the best interests of the corporations and their shareholders that FVS be merged into Intrepid in accordance with applicable Delaware Statutes.

The manner and basis of converting the shares of the absorbed corporation into shares of the surviving corporation was as follows: Intrepid issued to the FVS’s sole shareholder, (MKG or its assignees, designees or assigns) an amount of shares such that MKG, the shareholder of FVS would own 61% of the then total of issued and outstanding shares of common stock of Intrepid, after giving effect to the issuance of 3,000,000 restricted common shares to the Hamouth Family Trust and 2,000,000 restricted common shares to Roger Dunavant or his assignee upon the new Board’s approval and execution of consulting and/or employment agreements, as the case may be with the respective parties referred to above.

The amount to be issued to MKG (and/or their assignees, designees or assigns, issued in the manner and time in the sole discretion of MKG) is no less than eighteen (18,000,000) million shares of Intrepid. The shares issued to be issued to MKG, Hamouth and Dunavant are issued contemporaneously.

This transaction is deemed to complete between the 1^st and 2^nd quarter of 2008.

On November 27, 2007, the board of directors approved an amendment to the certificate of incorporation name to Versa Card, Inc.

On November 27, 2007, the certificate of amendment of “Intrepid Global Imaging 3D, Inc.”, changing its name from “Intrepid Global Imaging 3D, Inc.” to “Versa Card, Inc.”, is to be filed with the Secretary of State of the State of Delaware.

On November 30, 2007 The Board also authorized the change in the Corporation’s Principal Executive Offices to 1615 Walnut Street, 3^rd Floor, Philadelphia, PA 19103.

On December 3, 2007 the Board of Directors of the Company voted to effect a 2:1 reverse split of the Company’s common stock. This action was authorized and approved by the holders of a majority of the outstanding common shares of Intrepid Global Imaging 3D, Inc. authorized to vote. The Board then passed a resolution to effectuate the reverse split immediately, in accordance with all applicable rules and regulations pertaining thereto.

The MangaPets web portal

The portal contains games, merchandizing, and activities inspired by the "Manga" theme. The term “Manga” has come to describe Japanese comic books and animated cartoons.

Being developed for the site are:

• interactive, engaging, and interesting Manga inspired characters, pets, species and avatars who the users will be able to identify;
• games and situations where users can accumulate virtual points which they can use to trade with other users or exchange for items for their pets, species or avatars;
• several different settings or environments which blend and join together to create one complete community or world through which users can traverse;
• storylines and narratives, names and profiles for the characters, names and descriptions for the different environments;
• a virtual shopping mall where national and international chain stores can rent web site space for the purpose of showcasing their goods and providing them with an advertising opportunity and where users will be able to use their virtual points to purchase virtual goods for their pets, species and avatars, as well as exchange them for discount purchase vouchers for "real" items for their personal use;

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• an integrated back end e-commerce engine that will allow for the merchandising and licensing of products associated with the site; and
• Japanese, Chinese, Korean, French, Spanish, German, Italian and Portuguese translations of the site content.

Online Communities

Since its widespread adoption in the mid-1990s, the world-wide web has developed a large number of communities of people who share an interest in a common set of cultural symbols and activities. Foremost among these are gaming and role-playing communities. Advances in communications technologies, and the concomitant rise in bandwidth and decrease in connection costs, have caused these communities to increase rapidly in both size and activity in the last five years.

A number of these communities, which are loyal to one or a few web sites which cater to their interests, have generated substantial business for the site owners. The sources of revenue vary, but the sites are largely characterized by offering free access to a number of services (games, information, chat rooms, email and so on), and charge only for the sale of community-related merchandise. Click-through advertising revenues are the second major source of revenue. Advertising sales may, in some cases, be the only or the main source of revenue.

The Company’s Approach

We will connect advertisers to consumers through a variety of online marketing properties integrated throughout our services. Our advertising and e-commerce products will include a broad range of targeting techniques for online advertising, email campaigns, start-page placements and channel sponsorship opportunities. We will also provide consumers convenient access to third party Internet search services throughout many of our Web properties and services and generate a significant portion of our advertising and commerce revenues from our users utilizing such search services

The MangaPets web portal is aimed at establishing an international community of interest focused around a very popular and diverse form of cultural expression, highly popular in a number of Asian countries, and with rapidly growing popularity in North America. This community is not, thus far, well-served in web sites catering to people whose languages and cultural milieu originate from Europe.

Governmental Regulation

Upon the launch of the Company’s interactive web portal, the Company will become subject to a number of laws that affect companies conducting business on the Internet. In addition, because of the increasing popularity of the Internet and the growth of online services, laws relating to user privacy, freedom of expression, content, advertising, information security and intellectual property rights are being debated and considered for adoption by many countries throughout the world. In addition to government regulation, the Company’s operation of the Web Portal may also be exposed to liability for the activities of the users of the Web Portal. For example, in the US, a number of actions are pending against the operators of online Internet services for defamation, libel, invasion of privacy and other data protection claims, tort, unlawful activity, copyright or trademark infringement, or other theories based on the nature and content of the materials searched and the ads posted or the content generated by users of such online Internet services.

In addition, other federal laws could have an adverse impact on the Company’s business. For example, the Digital Millennium Copyright Act has provisions that limit, but do not eliminate, the Company’s liability for listing or linking to third-party web sites that include materials that infringe copyrights or other rights, so long as the Company complies with the statutory requirements of this act. The Children’s Online Protection Act and the Children’s Online Privacy Protection Act restrict the distribution of materials considered harmful to children and impose additional restrictions on the ability of online services to collect information from minors. In addition, the Protection of Children from Sexual Predators Act of 1998 requires online service providers to report evidence of violations of federal child pornography laws under certain circumstances.

7

Competition

The Company will have many diverse competitors in its efforts to launch a web portal, attract users of the web portal, and attract advertisers to the web portal. Many of these competitors are better established with loyal followings of users and advertisers. Many of these competitors will have greater financial and other resources and have prior experience in this business.

Employees

The Company currently has no full time employees. Management of the Company expects to continue to use consultants, attorneys, and accountants as necessary, to complement services rendered by our employees.

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.

Risks Related to our Developing Operations

Our business model is unproven.

Our business model depends upon our ability to implement and successfully execute our business and marketing strategy, which includes the following: develop, deploy, and enhance the technology and systems which will underlie the interactive web portal; attract users of the web portal at a reasonable cost; reliably process transactions through the web portal; locate, develop and maintain strategic relationships with advertisers who wish to target the demographic groups which use the Company’s web portal.

As our business model is unproven, we cannot be certain that our business strategy will be successful or that we will ever be profitable.

We might not be able to establish and strengthen a brand identity.

We believe that establishing a strong brand loyalty is critical to achieving acceptance of the web portal. Promoting and positioning our brand will depend largely on the success of our marketing efforts and our ability to provide consistent, high-quality experiences on the web portal. Our brand promotion activities might not be successful or, even if successful, result in enough revenues to offset the expenses incurred.

We might not be able to determine or design features and functionality that Web Portal users and advertisers require or prefer.

We are designing and developing the web portal based upon existing web sites and the experience and insights of our management. Our success will depend in part upon our ability to accurately determine the features and functionality that the web portal users and advertisers require or prefer, and our ability to successfully design and implement solutions that include these features and functionality. We cannot be certain that the features and functionality that we plan to offer in the web portal will satisfy the requirements or preferences of our current or potential customers.

8

We will depend on third parties to provide reliable software, systems, and services.

We currently have no technology assets or resources to build the web portal. We plan to rely substantially upon third-party service providers to help us build, maintain, and house key components of our web portal. These services might not be available in a timely manner or on commercially reasonable terms. Failure to obtain the necessary services to enable us to build, maintain, and house our web portal could have a materially adverse effect on our business, financial condition, results of operations, and prospects.

In addition, several of the third-parties upon whom we plan to depend upon have a limited operating history, have relatively immature technology, and are themselves dependent on reliable delivery of services from others. As a result, our ability to deliver various services to our users might be adversely affected by the failure of these third parties to provide reliable software, systems, and related services to us.

The online web services markets are intensely competitive.

Many different companies are positioned to emerge as competitors in this marketplace. Many of our potential competitors have longer operating histories, significantly greater financial, technical, marketing, and other resources than we have, a significantly greater name recognition, a larger installed base of potential customers, and more extensive knowledge of our industry. Such competitors might be able to spend more aggressively on marketing and advertising for their brands, products, and services. They also might adopt more aggressive pricing policies and make more attractive offers to employees.

There are minimal barriers to entry in our market, and competitors can launch web-enabled products and service at relatively low cost. Other companies may develop products and services that are less expensive and more useful to the hard goods industry. These companies might be more successful in their marketing efforts and thereby limit our ability to gain market share.

Our ability to protect the intellectual property to be developed is uncertain.

We believe that intellectual property will be critical to our success. We will rely on trademark, copyright, and trade secret protection to protect our intellectual property. The measures we take to protect our intellectual property might not be successful, which could have a materially adverse effect on our business. The United States or foreign jurisdictions might not grant us any copyrights, trademarks, or other protection for our intellectual property. There also can be no assurance that our intellectual property rights will not be challenged, invalidated, or circumvented, by others or that our intellectual property rights will provide us with a competitive advantage.

If other parties assert infringement claims against us, the defense of any such claim, whether with or without merit, could be time-consuming, result in substantial litigation expenses, and diversion of technical management personnel. If any such claims are adversely determined, we might be required to develop non-infringing technology or enter into licensing agreements. These licensing agreements, if required, might not be available on terms acceptable to us, or at all. In the event a claim of infringement is successfully asserted against us and our failure or inability to develop non-infringing technology or license the infringed or similar technology on a timely basis, would be likely to materially and adversely affect our business, financial condition, results of operations, and prospects.

General Risks

We have a history of significant operating losses and such losses may continue in the future.

Since our inception in 1998, our expenses have substantially exceeded our revenue, resulting in continuing losses and an accumulated deficit of $3,639,918 at December 31, 2006. During fiscal 2005, we recorded a net loss of $754,838. We will continue to incur operating losses as we maintain our search for a suitable business opportunity and satisfy our ongoing disclosure requirements with the Securities and Exchange Commission ("Commission"). Our only expectation of future profitability is dependent upon our ability to fully develop our anticipated web portal, and or the completion of the acquisition of First Versatile Smartcard Solutions Corporation which can in no way be assured. Therefore, we may never be able to achieve profitability.

9

We anticipate that we will incur operating losses for the foreseeable future.

We expect to incur substantial operating losses for the foreseeable future. We intend to increase our operating expenses substantially as we increase our product development, marketing, 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 profitability, and we might not be able to sustain or increase profitability in the future. We will be dependent upon our ability to obtain additional capital form 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.

The market for our stock is limited and our stock price may be volatile.

The market for our common stock has been limited due to low trading volume and the small number of brokerage firms acting as market makers. Because of the limitations of our market and volatility of the market price of our stock, investors may face difficulties in selling shares at attractive prices when they want to. The average daily trading volume for our stock has varied significantly from week to week and from month to month, and the trading volume often varies widely from day to day.

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, have 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 have an adverse effect on our stock price.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, beginning with our annual report for the year ending December 31, 2007, we may be 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. The report will 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 as of December 31, 2007 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 or on the effectiveness of our internal controls, investors could lose.

confidence in the accuracy and completeness of our financial reports, which in turn could cause our stock price to decline.

ITEM 2 DESCRIPTION OF PROPERTY

The Company currently maintains its office at
1615 Walnut Street
3rd Floor
Philadelphia, PA 19103

10

ITEM 3. LEGAL PROCEEDINGS

On January 5, 2005 Integrity Securities, LLC (the “Claimant”) initiated an arbitration action over the terms of a Financial Consulting Services Agreement (the “Agreement”), dated December 6, 2002. The purpose of the arbitration was to determine whether the 250,000 shares issued to the Claimant pursuant to the Agreement could be cancelled for failure to provide consulting services

On February 16, 2006 the International Centre for Dispute Resolution provided the Company with a copy of the Award of Arbitrator in the matter with the Claimant, which concluded that (a) the Claimant was owed nothing on any of its claims against the Company, (b) that we were entitled to cancel and rescind the issuance of certain shares to the claimant, and (c) that each side would bear its own attorney fees.

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

One matter was submitted to a vote of the security holders, through the solicitation of proxies or otherwise, during the fourth quarter ended December 31, 2007.

December 3, 2007, the holders of a majority of the common stock of Intrepid Global Imaging 3D, Inc., a Delaware corporation (the “Company”), have approved the following actions by written consent in lieu of a special meeting, effective December 3, 2007:

     1. An amendment to the Company’s certificate of incorporation to effect a 1 for 2 reverse stock split with respect to our outstanding common stock and to effect a decrease in the authorized shares of Company common stock from 100,000,000 shares of common stock, $.001 par value, to 50,000,000 shares of common stock, $.001 par value; and

     2. An amendment to the Company’s certificate of incorporation to change our corporate name to Versa Card, Inc.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

The Company's common stock is quoted on the Over the Counter Bulletin Board under the symbol, “IGLB.” 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, 2006 and 2007 were as follows:

Record Holders

As of April 14, 2007, there were approximately 129 shareholders of record holding a total of 50,009,682 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.

Sales of Unregistered Securities

On February 17, 2007, the Company completed the sale of Twenty Thousand (20,000) shares of common stock, par value $.001 to Jagroop Singh Sidhu a resident of Washington USA, at $1.50 yielding gross proceeds to the Company of $30,000. The Company relied upon the exemption from securities registration pursuant to Section 4(2) and Regulation D promulgated by the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933.

On March 24, 2007, the Company completed the sale of Thirty Five Thousand (35,000) shares of common stock, par value $.001 to Roger and Davina S. Lockhart, residents of Arkansas USA, at $1.429 yielding gross proceeds to the Company of $50,015. The Company relied upon the exemption from securities registration pursuant to Section 4(2) and Regulation D promulgated by the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933.

The Company made this offering based on the following factors: (1) the issuance was an isolated private transaction by the Company which did not involve a public offering; (2) there was only one offeree who was issued the Company’s stock as a bonus for providing services to the Company; (3) the offeree stated an intention not to resell the stock; (4) there were no subsequent or contemporaneous public offerings of the stock; (5) the stock was not broken down into smaller denominations; and (6) the negotiations that lead to the issuance of the stock took place directly between the offeree and the Company.

The Company complied with the requirements of Regulation S by having no directed offering efforts made in the United States, by offering to only to an offeree who was outside the United States at the time the agreement originated, and ensuring that the entity to whom the stock and warrants were issued was a non-U.S. person with an address in a foreign country.

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On April 27, 2007, the Company issued 50,000 shares of common stock, par value $0.001, to Ralph Schatzmair for consulting services rendered to the company. The Company relied upon the exemption from securities registration pursuant to Section 4(2) and Regulation S promulgated by the Commission pursuant to the Securities Act.

The Company made this offering based on the following factors: (1) the issuance was an isolated private transaction by the Company which did not involve a public offering; (2) there was only one offeree who was issued the Company’s stock as a bonus for providing services to the Company; (3) the offeree stated an intention not to resell the stock; (4) there were no subsequent or contemporaneous public offerings of the stock; (5) the stock was not broken down into smaller denominations; and (6) the negotiations that lead to the issuance of the stock took place directly between the offeree and the Company.

On May 23, 2007, the Company issued 100,000 shares of common stock, par value $0.001, to Ryan Hamouth for acting as a director since May 2, 2006 without receiving any compensation as well as for taking the position of Chief Operating Officer. The Company relied upon the exemption from securities registration pursuant to Section 4(2) and Regulation S promulgated by the Commission pursuant to the Securities Act.

The Company made this offering based on the following factors: (1) the issuance was an isolated private transaction by the Company which did not involve a public offering; (2) there was only one offeree who was issued the Company’s stock as a bonus for providing services to the Company; (3) the offeree stated an intention not to resell the stock; (4) there were no subsequent or contemporaneous public offerings of the stock; (5) the stock was not broken down into smaller denominations; and (6) the negotiations that lead to the issuance of the stock took place directly between the offeree and the Company.

On May 23, 2007, the Company issued 250,000 shares of common stock, par value $0.001, to Wilson W. (Bill) Hendricks III for acting as a director as well as for taking the position of Chief Executive Officer. The Company relied upon the exemption from securities registration pursuant to Section 4(2) and Regulation S promulgated by the Commission pursuant to the Securities Act.

The Company made this offering based on the following factors: (1) the issuance was an isolated private transaction by the Company which did not involve a public offering; (2) there was only one offeree who was issued the Company’s stock as a bonus for providing services to the Company; (3) the offeree stated an intention not to resell the stock; (4) there were no subsequent or contemporaneous public offerings of the stock; (5) the stock was not broken down into smaller denominations; and (6) the negotiations that lead to the issuance of the stock took place directly between the offeree and the Company.

On May 30, 2007, the Company issued 10,000 shares of S8, common stock, par value $0.001, to Eric P. Littman for legal services rendered and to be rendered. The Company relied upon the exemption from securities registration pursuant to Section 4(2) and Regulation S promulgated by the Commission pursuant to the Securities Act.

The Company made this offering based on the following factors: (1) the issuance was an isolated private transaction by the Company which did not involve a public offering; (2) there was only one offeree who was issued the Company’s stock as a bonus for providing services to the Company; (3) the offeree stated an intention not to resell the stock; (4) there were no subsequent or contemporaneous public offerings of the stock; (5) the stock was not broken down into smaller denominations; and (6) the negotiations that lead to the issuance of the stock took place directly between the offeree and the Company.

On July 19, 2007, the Company completed the sale of Thirty Five Thousand (35,000) shares of common stock, par value $.001 to Ralph Schatzmair, resident of Ontario, Canada, at $.50 yielding gross proceeds to the Company of $17,500. The Company relied upon the exemption from securities registration pursuant to Section 4(2) and Regulation D promulgated by the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933.

The Company made this offering based on the following factors: (1) the issuance was an isolated private transaction by the Company which did not involve a public offering; (2) there was only one offeree who was issued the Company’s stock as a bonus for providing services to the Company; (3) the offeree stated an intention not to resell

13

the stock; (4) there were no subsequent or contemporaneous public offerings of the stock; (5) the stock was not broken down into smaller denominations; and (6) the negotiations that lead to the issuance of the stock took place directly between the offeree and the Company.

On August 28, 2007, the Company completed the sale of Twenty Five Thousand (25,000) shares of common stock, par value $.001 to Danor Associates LLC, at $.50 yielding gross proceeds to the Company of $12,500. The Company relied upon the exemption from securities registration pursuant to Section 4(2) and Regulation D promulgated by the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933.

The Company made this offering based on the following factors: (1) the issuance was an isolated private transaction by the Company which did not involve a public offering; (2) there was only one offeree who was issued the Company’s stock as a bonus for providing services to the Company; (3) the offeree stated an intention not to resell the stock; (4) there were no subsequent or contemporaneous public offerings of the stock; (5) the stock was not broken down into smaller denominations; and (6) the negotiations that lead to the issuance of the stock took place directly between the offeree and the Company.

The Company complied with the requirements of Regulation S by having no directed offering efforts made in the United States, by offering to only to an offeree who was outside the United States at the time the agreement originated, and ensuring that the entity to whom the stock were issued was a non- U.S. person with an address in a foreign country.

On September 19, 2007, the Company issued 100,000 shares of common stock, par value $0.001, to Arthur Porcari for consulting services rendered. The Company relied upon the exemption from securities registration pursuant to Section 4(2) and Regulation S promulgated by the Commission pursuant to the Securities Act.

The Company made this offering based on the following factors: (1) the issuance was an isolated private transaction by the Company which did not involve a public offering; (2) there was only one offeree who was issued the Company’s stock as a bonus for providing services to the Company; (3) the offeree stated an intention not to resell the stock; (4) there were no subsequent or contemporaneous public offerings of the stock; (5) the stock was not broken down into smaller denominations; and (6) the negotiations that lead to the issuance of the stock took place directly between the offeree and the Company.

On August 28, 2007, the Company issued 100,000 shares of common stock, par value $0.001, to Wiliam F. Donovan for consulting services rendered. The Company relied upon the exemption from securities registration pursuant to Section 4(2) and Regulation S promulgated by the Commission pursuant to the Securities Act.

The Company made this offering based on the following factors: (1) the issuance was an isolated private transaction by the Company which did not involve a public offering; (2) there was only one offeree who was issued the Company’s stock as a bonus for providing services to the Company; (3) the offeree stated an intention not to resell the stock; (4) there were no subsequent or contemporaneous public offerings of the stock; (5) the stock was not broken down into smaller denominations; and (6) the negotiations that lead to the issuance of the stock took place directly between the offeree and the Company.

On August 28, 2007, the Company issued 20,000 shares of S8, common stock, par value $0.001, to Winston & Strawn for legal services rendered and to be rendered. The Company relied upon the exemption from securities registration pursuant to Section 4(2) and Regulation S promulgated by the Commission pursuant to the Securities Act.

The Company made this offering based on the following factors: (1) the issuance was an isolated private transaction by the Company which did not involve a public offering; (2) there was only one offeree who was issued the Company’s stock as a bonus for providing services to the Company; (3) the offeree stated an intention not to resell the stock; (4) there were no subsequent or contemporaneous public offerings of the stock; (5) the stock was not broken down into smaller denominations; and (6) the negotiations that lead to the issuance of the stock took place directly between the offeree and the Company.

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On December 24, 2007, the Company issued 16,668 shares of common stock, par value $0.001, to Mark E Jones Trust for consulting services rendered. The Company relied upon the exemption from securities registration pursuant to Section 4(2) and Regulation S promulgated by the Commission pursuant to the Securities Act.

On December 24, 2007, the Company issued 16,666 shares of common stock, par value $0.001, to Brent L. Jones Trust for consulting services rendered. The Company relied upon the exemption from securities registration pursuant to Section 4(2) and Regulation S promulgated by the Commission pursuant to the Securities Act.

On December 24, 2007, the Company issued 16,666 shares of common stock, par value $0.001, to Tonya R. Egger Trust for consulting services rendered. The Company relied upon the exemption from securities registration pursuant to Section 4(2) and Regulation S promulgated by the Commission pursuant to the Securities Act.

On December 24, 2007, the Company issued 25,000 shares of common stock, par value $0.001, to Jerry Bratton for consulting services rendered. The Company relied upon the exemption from securities registration pursuant to Section 4(2) and Regulation S promulgated by the Commission pursuant to the Securities Act.

ITEM 6. MANAGEMENT'S PLAN OF OPERATIONS

Management Overview

During the next 12 months, the Company intends to continue its attempts to develop an interactive web portal and acquire other ventures in the technology sector.

The Company is currently interviewing new development teams to complete the MangaPets web portal. In addition the Company is in negotiations with other technology companies to find a suitable merger partner.

The Company does not have sufficient capital to operate over the next fiscal year without a substantial infusion of operating capital. It will be necessary for the Company to either borrow funds to operate or generate operating funds through the sale of equity in the Company or its subsidiaries. There can be no assurance that the Company will be able to generate sufficient income from either borrowing, the sale of equity, or a combination thereof to allow it to operate its business during the coming year. Unless the Company is successful in raising additional operating capital, it will not have sufficient funds to operate during the balance of the fiscal year.

Results of Operations

The Company recorded no revenues from operations for the fiscal year ended December 31, 2007 or for the fiscal year ended December 31, 2006.

During the twelve month period ended December 31, 2007, the Company’s operations were limited to developing a web portal, identifying acquisition ventures in the technology sector and satisfying continuous public disclosure requirements

We do not expect to receive revenues within the next twelve months of operation, since we have yet develop our Manga themed web portal. For the current fiscal year, the Company anticipates incurring a loss as a result of web portal development, acquisition expenses, administration expenses, accounting costs, and expenses associated with maintaining its disclosure obligations under the Exchange Act of 1934, as amended (“Exchange Act”).

Net Loss

Net loss for the year ended December 31, 2006 was $3,639,918 compared to a net loss of $754,838 for the year ended December 31, 2005.

The Company expects that it may continue to incur losses until such time as it develops profitable operations.

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Expenses

Expenses for the year ended December 31, 2006 were $3,466,897 compared to $425,584 for the year ended December 31, 2005.

General and administrative expenses for the year ended December 31, 2006, were $3,466,897 compared to $281,178 for the year ended December 31, 2005. The increase in general and administrative expenses was primarily the result of the increase stock-based compensation.

Website planning costs for the year ended December 31, 2005 were $144,406. This expense is as a result of web site 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 web site content

We had other expenses from an impairment of website development costs totaling $173,021 for the year ended December 31,2006 and $304,254 for the year ended December 31, 2005.

The Company’s loss on discontinued operations for the year ended December 31,2005 includes a $25,000 impairment write down on the license agreement related to our sale of cash dispensers.

Liquidity and Capital Resources

Cash used by operations was $64,766 for the year ended December 31, 2006, and cash used by operations was $103,198 for the year ended December 31, 2005. Cash used by operations in 2006 and 2005 was mainly due to net losses of the company.

Cash flows provided by financing activities was $61,693 for the year ended December 31, 2006 and $113,480 for the year ended December 31, 2005.

Cash flows used in investing activities was $2,217 for the year ended December 31, 2006 compared to cash provided by investing activities of $9,584 during the year ended December 31, 2005.

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 fifty five thousand three hundred and forty nine (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 is 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. A total of 101,460 shares were issued in 2005 and 55,349 shares remain available for issuance.

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.

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Income Tax Expense (Benefit)

The Company has experienced losses and as a result has net operating loss carry forwards available to offset future taxable income.

Critical Accounting Policies

In Note 1 to the audited consolidated financial statements for the years ended December 31, 2007 and 2006, included in this Form 10-KSB, 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

The Company plans to generate revenue through the sale of advertising on their web site which remains in development. Revenues will be recognized only when persuasive evidence for a sales arrangement exists; the fee is fixed or determinable; and collection of the fee is reasonably assured. Revenue derived from the sale of advertising will be recognized on the completion of the sale.

Recent Accounting Pronouncements

In September 2005, the EITF reached consensus on Issue No. 05-08, "Income Tax Consequences of Issuing Convertible Debt with a Beneficial Conversion Feature." EITF 05-08 is effective for financial statements beginning in the first interim or annual reporting period beginning after December 15, 2005. The adoption of EITF 05-08 is expected to have no impact on the Company's financial statements.

In September 2005, the EITF reached consensus on Issue No. 05-07, "Accounting for Modifications to Conversion Options Embedded in Debt Instruments and Related Issues." EITF 05-07 is effective for future modifications of debt instruments beginning in the first interim or annual reporting period beginning after December 15, 2005. The adoption of EITF 05-07 is expected to have no impact on the Company's financial instruments.

In September 2005, the EITF reached consensus on Issue No. 05-02, "The Meaning of 'Conventional Convertible Debt Instrument' in EITF Issue No. 00-19, 'Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock.'" EITF 05-02 is effective for new instruments entered into and instruments modified in reporting periods beginning after June 29, 2005. The adoption of EITF 05-02 is expected to have no impact on the Company's financial statements.

SFAS No. 154, "Accounting Changes and Error Corrections," a replacement of APB Opinion No. 20, "Accounting Changes," and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements." SFAS No. 154 changes the requirements for the accounting for and reporting of a change in accounting principle. Previously, most voluntary changes in accounting principles required recognition via a cumulative effect adjustment within net income of the period of the change. SFAS No. 154 requires retrospective application to prior periods' financial statements, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS No. 154 is effective for accounting changes made in fiscal years beginning after December 15, 2005; however, this statement does not change the transition provisions of any existing accounting pronouncements. The adoption of SFAS No. 154 is expected to have no impact on the Company's financial statements.

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The EITF reached consensus on Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments," which provides guidance on determining when an investment is considered impaired, whether that impairment is other than temporary, and the measurement of an impairment loss. The FASB issued FSP EITF 03-1-1, "Effective Date of Paragraphs 10-20 of EITF Issue No. 03-1," "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments," which delays the effective date for the measurement and recognition criteria contained in EITF 03-1 until final application guidance is issued. The adoption of this consensus or FSP is expected to have no impact on the Company's financial statements.

SFAS No. 153, "Exchanges of Nonmonetary Assets – an amendment of APB Opinion No. 29," is effective for fiscal years beginning after June 15, 2005. This Statement addresses the measurement of exchange of nonmonetary assets and eliminates the exception from fair value measurement for nonmonetary exchanges of similar productive assets in paragraph 21(b) of APB Opinion No. 29, "Accounting for Nonmonetary Transactions," and replaces it with an exception for exchanges that do not have commercial substance. The adoption of SFAS No. 153 is not expected to have a significant impact on the Company's financial statements.

SFAS No. 123(R), "Share-Based Payment," replaces SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees." This statement requires that the compensation cost relating to share-based payment transactions be recognized at fair value in the financial statements. The Company is required to apply this statement in the first interim period that begins after December 15, 2005. The Company is currently analyzing the requirements of the adoption of SFAS No. 123(R).

SFAS No. 152, "Accounting for Real Estate Time-Sharing Transactions," is effective for fiscal years beginning after June 15, 2005. This Statement amends SFAS No. 66, "Accounting for Sales of Real Estate," to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position 04-2, "Accounting for Real Estate Time-Sharing Transactions." The adoption of SFAS No. 152 is expected to have no impact on the Company's financial statements.

SFAS No. 151, "Inventory Costs," is effective for fiscal years beginning after June 15, 2005. This statement amends the guidance in Accounting Principles Board ("APB") Opinion No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). The adoption of SFAS No. 151 is expected to have no impact on the Company's financial statements.

Going Concern

The Company’s auditors have expressed an opinion as to the Company’s ability to continue as a going concern as a result of a net loss of $4,394,756 and $754,838 in 2006 and 2005, respectively, ,and a net deficiency in capital of $778,591 as of December 31, 2006. The Company’s ability to continue as a going concern is subject to the ability of the Company to realize a profit and /or obtain funding from outside sources. Management’s plan to address the Company’s ability to continue as a going concern includes: (1) obtaining funding from private placement sources; (2) obtaining additional funding from the sale of the Company’s securities; (3) establishing revenues from prospective business opportunities; (4) obtaining loans and grants from various financial institutions where possible. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful.

ITEM 7. FINANCIAL STATEMENTS

The Company’s financial statements for the fiscal years ended December 31, 2007 and 2006 are attached hereto as pages F-1 through F-11.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Intrepid Global Imaging 3D, Inc.

I have audited the accompanying balance sheets of Intrepid Global Imaging 3D, Inc. (the Company), a development stage company, as of December 31, 2007 and 2006 and the related statements of operations, changes in stockholder’s equity (deficiency), and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I 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. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Intrepid Global Imaging 3D, Inc., a development stage company, as of December 31, 2007 and 2006 and the results of its operations and its cash flows for the years then ended 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 discussed in Note 2 to the financial statements, the Company’s present financial situation raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Michael T. Studer CPA P.C.

Freeport, New York
April 15, 2008

F-1

See notes to financial statements.

F-2

See notes to financial statements.

F-3

See notes to financial statements.

F-4

See notes to financial statements.

F-5

F-6

The financial statements have been prepared on a “going concern” basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At December 31, 2007, the Company had cash of $10,198, a working capital deficiency of $777,759 and a stockholders’ deficiency of $777,759. Further, the Company had a net loss of $1,572,558) for the year ended December 31, 2007. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company has not discontinued its plan to develop an interactive web portal but is looking for other businesses to acquire as well. It will need additional working capital to be successful in any future business activities. Therefore, continuation of the Company as a going concern is dependent upon engaging in active business operations which produce adequate cash flow and obtaining additional sources of working capital.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of asset and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In 2006, general and administrative expenses were reduced by $246,259 for adjustments to certain liability account balances resulting primarily from changes in estimated amounts due.

Fair Value of Financial Instruments

Financial instruments consist of cash, receivable from former related party, accounts payable and accrued liabilities, notes payable and due to former related parties. The fair value of these financial instruments approximates their carrying amounts due to their short-term nature and approximation of current market interest rates.

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 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.

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.

Comprehensive Income

The Company had no items of other comprehensive income in 2007 or 2006.

Stock Based Compensation

F-7

Prior to January 1, 2006, the Company accounted for stock-based awards under the intrinsic value method, which followed the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees”, and related Interpretations. The intrinsic value method of accounting resulted in compensation expense for stock options to the extent that the exercise prices were set below the fair market price of the Company’s stock at the date of grant.

Effective January 1, 2006, the Company adopted SFAS No. 123(R) using the modified prospective method, which requires measurement of compensation cost for all stock-based awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes valuation model, which is consistent with the Company’s valuation techniques previously utilized for options in footnote disclosures required under SFAS No. 123, “Accounting for Stock Based Compensation”, as amended by SFAS No. 148, “Accounting for Stock Based Compensation Transition and Disclosure”.

Since the Company did not issue stock options to employees during the years ended December 31, 2007 or 2006, there is no effect on net loss per share had the Company applied the fair value recognition provisions of SFAS No. 123(R) to stock-based employee compensation. When the Company issues shares of common stock to employees and others, the shares of common stock are valued based on the market price at the date the shares of common stock are approved for issuance.

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.

Basic and Diluted Net Loss per Share

Basic net loss per share is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding in the period. Diluted earnings per share take into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive common shares. Outstanding warrants were not included in the computation of diluted earnings per share for all periods presented because they were anti-dilutive due to the Company’s net losses. For purposes of earnings per share computations, shares associated with common stock issuable are included as outstanding as of the date of the receipt of cash for the shares.

F-8

On July 15, 2005, the Company entered into a Portal Development Agreement (the “Agreement”) with Sygenics Interactive Inc. (“Sygenics”). The Agreement provided for the development by Sygenics of a functional interactive web portal containing games, merchandizing, and activities inspired by the “Manga” cartoon theme over a 12 month phased delivery schedule. The Agreement also provided for payment of fees to Sygenics totaling approximately $ 1,100,000 in successive monthly payments over the 12 month term tied to the achievement of certain developmental milestones.

In the first quarter of 2006, a dispute arose between the Company and Sygenics and the work was suspended. The Company plans to try to invalidate the contract and to reach a settlement with Sygenics for a lower amount than the $437,428 included in accounts payable and accrued liabilities at December 31, 2007.

Although the Company may engage another web site developer to complete the web portal, it has not done so to date. An impairment expense of $304,254 was recorded in the fourth quarter of 2005 to reduce the capitalized website development costs to $170,804 at December 31, 2005. An impairment expense of $173,021 was recorded in the third quarter of 2006 to reduce the capitalized website development costs to $0.

The 30,000 warrants outstanding at December 31, 2007 are exercisable into 30,000 shares of common stock at an exercise price of $1.00 per share and expire September 21, 2008.

F-10

Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of up to approximately $1,816,000 attributable to the future utilization of the approximately $5,200,000 in net operating loss carryforwards as of December 31, 2007 will be realized. Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements at December 31, 2007. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carryforwards expire in varying amounts from year 2018 to 2027.

Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.

F-11

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On October 24, 2006, the Company accepted the resignation of firm of Peterson Sullivan PLLC ("Peterson Sullivan") as our independent registered public accounting firm.

The audit reports of Peterson Sullivan on the Company's financial statements for the fiscal years ending December 31, 2005 and December 31, 2004 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that such reports were modified to include an explanatory paragraph raising substantial doubt about the Company's ability to continue as a going concern.

In connection with the audits of the fiscal years ending December 31, 2004 and December 31, 2005, including the subsequent periods through October 24, 2006, the Company had no disagreements with Peterson Sullivan with respect to accounting or auditing issues of the type discussed in Item 304(a)(1)(iv) of Regulation S-B. Had there been any disagreements that were not resolved to their satisfaction, such disagreements would have caused Peterson Sullivan to make reference in connection with their opinion to the subject matter of the disagreement. In addition, during that time there were no reportable events (as described in Item 304(a)(1)(iv) of Regulation S-B).

On December 07, 2006, Mangapets Inc. ("Company") engaged with the firm of Michael T. Studer CPA P.C. ("Michael T. Studer") as our independent registered public accounting firm. The Company's board of directors approved the appointment of Michael T. Studer.

During the fiscal years ending December 31, 2005 and 2006, including the subsequent periods through October 24, 2006, the date of Peterson Sullivan’s resignation, and prior to the appointment of Michael T. Studer, the Company (or anyone on its behalf) did not consult with Michael T. Studer regarding any of the accounting or auditing concerns stated in Item 304(a)(2) of Regulation S-B. Since there were no disagreements (as referred to in Item 304(a)(2) of Regulation S-B), the Company did not consult Michael T. Studer in respect to these matters during the time periods detailed herein.

ITEM 8A. CONTROLS AND PROCEDURES

The Company’s Chief executive officer and Chief Financial officer are responsible for establishing and maintaining disclosure controls and procedures for the Company.

(a) 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, 2007. 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 chief executive officer and chief financial officer, in a manner that allowed for timely decisions regarding disclosure.

(b) Changes in Internal Controls

During the period ended December 31, 2007, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

The Company’s management, including the chief executive officer and chief 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,

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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.

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 8B. OTHER INFORMATION

On Jan 29, 2006 Intrepid entered into a Material Definitive Agreement with Intrepid World Communications to merge one hundred percent (100%) of their Entertainment and Medical assets as well as documentation of its product licenses, agreements, office leases, patents, copyrights, trade secrets, technology licenses and agreements with vendors and customers.

On February 7, 2007, the board of directors of the Company accepted the resignation of Rene Hamouth as a director and as the Company’s chief executive officer and chief financial officer.

On February 12, 2007, the board of directors approved an amendment to the certificate of incorporation name to Intrepid Global Imaging 3D, Inc. The name change became effective on February 16, 2007.

On May 18, 2007, the shareholders holding the majority of the issued and outstanding common voting shares of the Corporation caused the Corporation not to complete on the Material Definitive Agreement. As a result of the Shareholders not agreeing with the merger between Intrepid World Communications and Intrepid Global Imaging 3D, Inc. caused the corporation to cancel 22,000,000 shares of Intrepid Global Imaging 3D, Inc. that were issued pending the closing of the material definitive agreement.

On November 26, 2007, Intrepid Global Imaging 3D, Inc. (the “Company”) entered into an agreement with First Versatile Smartcard Solutions Corporation (FVS) (the “Agreement”). The Boards of Directors of Intrepid and First Versatile Smartcard Solutions Corporation, and the sole shareholder of FVS, MacKay Group Limited (MKG), deemed it desirable and in the best interests of the corporations and their shareholders that FVS be merged into Intrepid in accordance with applicable Delaware Statutes.

The manner and basis of converting the shares of the absorbed corporation into shares of the surviving corporation was as follows: Intrepid issued to the FVS’s sole shareholder, (MKG or its assignees, designees or assigns) an amount of shares such that MKG, the shareholder of FVS would own 61% of the then total of issued and outstanding shares of common stock of Intrepid, after giving effect to the issuance of 3,000,000 restricted common shares to the Hamouth Family Trust and 2,000,000 restricted common shares to Roger Dunavant or his assignee upon the new Board’s approval and execution of consulting and/or employment agreements, as the case may be with the respective parties referred to above.

The amount to be issued to MKG (and/or their assignees, designees or assigns, issued in the manner and time in the sole discretion of MKG) is no less than eighteen (18,000,000) million shares of Intrepid. The shares issued to be issued to MKG, Hamouth and Dunavant are issued contemporaneously.

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PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Compensation of Directors

The Company's directors are not currently compensated for their services as directors of the Company. Directors currently are not reimbursed for out-of-pocket costs incurred in attending meetings.

Board of Directors Committees

The board of directors has not yet established an audit committee or a compensation 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.

Compliance with Section 16(a) of the Exchange Act

Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, the Company is aware of two people who during the fiscal year ended December 31, 2007 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 during such transitional year as follows:

Involvement in Certain Legal Proceedings

To our knowledge, during the past five years, our officers and directors have not:

• filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing;
• been convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
• been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of

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the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws;
• been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity;
• been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate;
• been found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Code of Ethics

The Company has adopted a code of ethics in compliance with Item 406 of Regulation S-B 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 10KSB. 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:

Intrepid Global Imaging 3D, Inc.
1615 Walnut Street
3rd Floor
Philadelphia, PA 19103

ITEM 10. EXECUTIVE COMPENSATION

The following table provides summary information for the years 2007, 2006, and 2005 concerning cash and non-cash compensation paid or accrued to or on behalf of the chief executive officer at the year ended December 31, 2007, and any other employees to receive compensation in excess of $100,000.

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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 Corporation 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 Corporation have any “Post Employment Payments” to report.

Our directors receive no compensation for their services as directors.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the ownership of the Company's common stock as of April 14, 2008, with respect to: (i) each person known to the Company to be the beneficial owner of more than five percent of the Company's common stock; (ii) all directors; and (iii) directors and executive officers of the Company as a group. The notes accompanying the information in the table below are necessary for a complete understanding of the figures provided below. As of April 14, 2008, there were shares of common stock issued and outstanding.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

ITEM 13. EXHIBITS

Exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits beginning on page 26 of this Form 10-KSB, which is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

Peterson Sullivan LLC provided audit services to the Company in connection with its annual report for the fiscal year ended December 31, 2005. The aggregate fees billed by Peterson Sullivan LLC for the audit of the Company’s annual financial statements and a review of the Company’s quarterly financial statements including the periods ending March 31,2006 and June 31,2006 were $54,977.

Micheal T. Studer, CPA P.C provided audit services to the Company in connection with its annual report for the fiscal year ended December 31, 2006. The aggregate fees billed Micheal T. Studer, CPA P.C for the audit of the Company’s annual financial statements and a review of the Company’s September 30, 2006 quarterly financial statements were $40,000.

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Audit Related Fees

Peterson Sullivan LLC billed the Company no fees in 2005 for professional services that are reasonably related to the audit or review of the Company’s financial statements that are not disclosed in “Audit Fees” above.

Micheal T. Studer, CPA P.C billed the Company no fees in 2006 for professional services that are reasonably related to the audit or review of the Company’s financial statements that are not disclosed in “Audit Fees” above

Tax Fees

Peterson Sullivan LLC billed to the Company fees of $430 in 2005 for professional services rendered in connection with the preparation of the Company’s tax returns for the respective periods.

Micheal T. Studer, CPA P.C billed to the Company fees of $0 in 2006 for professional services rendered in connection with the preparation of the Company’s tax returns for the respective periods.

All Other Fees

Peterson Sullivan LLC billed to the Company no fees in 2005 for other professional services rendered or any other services not disclosed above.

Micheal T. Studer, CPA P.C billed to the Company no fees in 2006 for other professional services rendered or any other services not disclosed above.

Audit Committee Pre-Approval

The Company does not have a standing audit committee. Therefore, all services provided to the Company by Peterson Sullivan LLC and Micheal T. Studer, CPA P.C as detailed above, were pre-approved by the Company’s board of directors. Peterson Sullivan LLC and Micheal T. Studer, CPA P.C performed all work only with their permanent full time employees.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 17^th day of April 2008.

Intrepid Global Imaging 3D Inc.

/s/ William Dunavant
By: William Dunavant, Chief Executive Officer

/s/ William Dunavant
By: William Dunavant, Chief Financial Officer and Principle Accounting Officer

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INDEX TO EXHIBITS

* Incorporated by reference from previous filings of the Company

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10KSB/A’ Filing		Date		Other Filings
		9/21/08
Filed as of:		4/18/08		8-K
Filed on:		4/17/08		8-K,  8-K/A
		4/15/08		10KSB,  10KSB/A,  8-K/A
		4/14/08
For Period End:		12/31/07		10KSB,  10KSB/A,  NT 10-K
		12/24/07
		12/3/07		8-K
		11/30/07		8-K,  8-K/A
		11/27/07		3,  8-K
		11/26/07		8-K
		11/21/07		8-K
		10/15/07		8-K
		10/3/07		8-K,  8-K/A
		9/19/07
		8/28/07
		7/19/07
		5/30/07
		5/23/07		4
		5/18/07		10QSB,  3,  4,  8-K
		4/27/07
		4/14/07
		3/24/07
		2/17/07
		2/16/07
		2/12/07
		2/7/07		8-K,  8-K/A
		1/29/07		8-K
		12/31/06		10KSB,  5,  NT 10-K
		12/7/06		8-K
		12/4/06		8-K
		10/24/06		8-K,  8-K/A
		9/30/06		10QSB,  NT 10-Q
		9/21/06		8-K
		9/18/06		10QSB
		5/2/06		4
		4/17/06		10KSB
		2/16/06
		1/1/06
		12/31/05		10KSB,  5,  NT 10-K
		12/15/05
		11/16/05		10QSB
		11/9/05		4
		9/30/05		10QSB,  NT 10-Q
		9/29/05
		8/9/05		8-K
		8/3/05
		7/15/05		8-K
		6/29/05
		6/15/05
		4/15/05		10KSB
		4/14/05
		3/14/05
		1/5/05
		1/1/05
		12/31/04		10KSB,  5,  8-K,  NT 10-K
		11/4/04		PRE 14C
		10/1/04
		5/20/04		10KSB
		4/30/04		3,  3/A
		12/19/03		PRE 14C
		8/26/03		S-8
		8/20/03
		5/21/03		10KSB
		12/6/02
		1/4/02		8-K
		1/5/00		10SB12G/A
		4/23/98
		3/4/98
				List all Filings

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