Summary of VERSA CARD, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our Financial Statements and Notes thereto appearing elsewhere in this document.

Certain statements contained in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this report are forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, forward-looking statements can be identified by terminology such as "may," "will", "should", "expect", "anticipate", "intend", "plan", "believe", "estimate", "potential", or "continue", the negative of these terms or other comparable terminology. These statements involve a number of risks and uncertainties. Actual events or results may differ materially from any forward-looking statement as a result of various factors, including those described in the Company's last Form 10-K for 2008 under "Risk Factors". We have no obligation to release publicly the result of any revisions to any of our "forward-looking statements" to reflect events or circumstances that occur after the date of this Report or to reflect the occurrence of other unanticipated events.

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Management Overview

Since inception, the Company had engaged in and contemplated several ventures and acquisitions, many of which were not consummated. In April 2005, the Company began focusing on the development of the "MangaPets" interactive web portal and acquiring other ventures in the technology sector. The Company entered into a Portal Development Agreement in July 2005, with Sygenics Interactive Inc. ("Sygenics"), a developer of advanced information management technology, located in Montreal, Quebec, Canada, and an authorized licensee of Sygenics Inc. The agreement provided for the design, development and deployment of an online virtual pet portal/website. However, in 2006, prior to Sygenics' completion of the first stage of the portal, a dispute arose between the Company and Sygenics that resulted in work being halted. Since that time, the Company has attempted to develop the web portal or form another strategic relationship with a different developer to complete development of the web portal.

During the fourth quarter of 2007 through the fourth quarter of 2008, the Company focused on consummating a transaction with a smartcard/e-purse company, First Versatile Smartcard Solutions Corporation ("FVS"). Through FVS, the Company planned to provide a transnational electronic payment or e-purse system using a third generation smart card technology and central clearing house that can be used, inter alia, to pay for purchases, bills, and other transactions related to mass transit systems, convenience stores, fast-food outlets, telecommunications, gas, electricity, water and other utilities, healthcare institutions, gas stations, drugstores, supermarkets, ATMs, banks, credit cards, cell phones, vending machines, toll roads, parking, and other commercial establishments. The transaction with FVS, however, was ultimately rescinded.

At the end of 2008, the Company launched its new business concept of delivering turnkey solutions to spine surgeons and orthopedic surgeons for necessary and appropriate treatment for musculo-skeletal spine injuries. In connection with this business plan, in February 2009, 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 are used in the business of "lawsuit funding" for plaintiff personal injury cases. The Company altered its business plan in July 2009 and no longer plans to utilize One Source's website and proprietary methodologies. Further, the Company is in the process of evaluating whether the 900,000 shares of common stock issued in exchange for the One Source assets were issued for valid consideration and is evaluating its rights in connection with the transaction. Mr. Koslow, the principal founder of One Source, resigned as Executive Vice President of Business Development of the Company on July 8, 2009, as reported in the Form 8-K filed with the Securities and Exchange Commission on July 13, 2009. The Company is currently evaluating the expected life of the assets acquired. Impairments, if any, will be recorded in the Company's statement of operations for the fiscal year ending December 31, 2009. Moving forward, the Company's main focus will be on the development of spine testing centers needed by spine surgeons and orthopedic surgeons. The Company began treating patients in August 2009 at the Company's first spine testing center located at 5225 Katy Freeway, Suite 600, Houston, Texas 77007.

Effective July 8, 2009, John A. Talamas resigned as Chief Operating Officer of the Company for personal reasons. Previously, on February 25, 2009, Mr. Talamas had entered into an offer letter, Employee Agreement and Restricted Stock Grant Agreement with the Company (collectively, the "Talamas Employment Agreement"), whereby the Company issued him 500,000 shares of the Company's common stock. In connection with Mr. Talamas' resignation, the Company and Mr. Talamas terminated the Talamas Employment Agreement and Mr. Talamas transferred the 500,000 shares previously issued to him back to the Company.

On September 16, 2009, our Board of Directors (the "Board") approved an amendment to our Certificate of Incorporation, as amended, to change our name from "Versa Card, Inc." to "Spine Pain Management, Inc." The holders of a majority of the outstanding shares of our common stock also have executed an Action by Written Consent of Stockholders in Lieu of a Special Meeting approving the amendment. An Information Statement pursuant to Schedule 14C was mailed to stockholders on October 14, 2009. In accordance with the federal securities laws, the proposed name change can not be effected until at least twenty (20) calendar days following the mailing of the Information Statement. As such, the name change will become effective on the date the amendment is filed with the Delaware Secretary of State, which we anticipate to be on or around November 11, 2009.

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Spine Pain Management, Inc. (SPMI)

Following the exit from the smart card business at the end of December 2008, through Spine Pain Management, Inc. ("SPMI"), the Company began initial work to launch its new business of delivering turnkey solutions to spine surgeons and orthopedic surgeons for necessary and appropriate treatment for musculo-skeletal spine injuries resulting from automobile and work-related accidents. A 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 health conditions can be prevented from escalating and injured victims can be quickly placed on the road to recovery. The Company believes its patient advocacy will be rewarding to patients who obtain needed relief from painful conditions. The Company intends to provide 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.

In August 2009, the Company opened its first spine injury treatment center in Houston, Texas to provide medical diagnostic services, through an independent contractor, for evaluation and treatment of patients with spine injuries. The Company is also currently evaluating the development of additional spine injury treatment centers in Texas. The Company intends to continue developing or acquiring businesses that will focus on the management of musculo-skeletal injuries, including pain management, medical imaging, and surgical evaluation. With SPMI's new business plan, the Company will be reevaluating MangaPet's business of developing a web portal containing games, merchandizing, and other entertainment activities to determine the viability of that business concept. No formal timeline has been established for this reevaluation.

The Company has begun to generate revenue. However, the Company may need a capital infusion of operating capital, over the next fiscal year. It may be necessary for the Company to either borrow funds to operate or generate funds through the sale of equity in the Company or its subsidiaries. The Company anticipates that it will be able to generate sufficient income from operations, borrowing, the sale of equity, or a combination thereof to allow it to operate its business during the coming year, of which there can be no assurance.

Results of Operations

The unaudited financial statements as of September 30, 2009 and for the three and nine months ended September 30, 2009 and 2008 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, 2009 and the results of operations and cash flows for the periods ended September 30, 2009 and 2008. 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, 2009 are not necessarily indicative of the results to be expected for any subsequent quarter or of the entire year ending December 31, 2009.

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, 2008 as included in our report on Form 10-K.

Comparison of the three month period ended September 30, 2009 with the three month period ended September 30, 2008.

The Company recorded revenues of $230,000 from operations for the three months ended September 30, 2009 as compared to no revenue for the same period in 2008. This increase is attributable to revenues the Company received from its new spine injury treatment center, which was opened in August 2009. There were $64,900 service costs, associated with the revenue for the three months ended September 30, 2009.

During the three month period ended September 30, 2009, the Company's operations included opening its first spine injury treatment center in Houston, Texas, planning of the Company's SPMI business and satisfying continuous public disclosure requirements.

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The total operating expenses for the three months ended September 30, 2009 and September 30, 2008 were $110,358 and $123,028, respectively, representing a decrease of $12,670 or 10.3%. Total operating expenses for the three months ended September 30, 2009 and 2008 were related to selling, general and administrative expenses.

As a result of the foregoing, we incurred a net profit of $119,642 for the three months ended September 30, 2009, compared to a net loss of $140,659 for the three months ended September 30, 2008, a difference of $260,301 or 185.1%.

Comparison of the nine month period ended September 30, 2009 with the nine month period ended September 30, 2008.

The Company recorded revenues of $230,000 from operations for the nine months ended September 30, 2009 as compared to no revenue for the same period in 2008. This increase is attributable to revenues the Company received from its new spine injury treatment center, which was opened in August 2009. There were $64,900 service costs, associated with the revenue for the nine months ended September 30, 2009.

The total operating expenses for the nine months ended September 30, 2009 and September 30, 2008 were $1,173,261 and $356,899, respectively, representing an increase of $816,362 or 228.7%. This increase is due primarily to stock based compensation expenses in 2009 as well as accrual expenses for legal settlement. Total operating expenses for the nine months were related to selling, general and administrative expenses.

As a result of the foregoing, we incurred a net loss of $931,261 for the nine months ended September 30, 2009, compared to $356,899 for the nine months ended September 30, 2008, a difference of $574,362 or 160.9%.

Liquidity and Capital Resources

Net cash used in operating activities for the nine month period ended September 30, 2009 was $271,872 as compared to cash used in operating activities of $130,150 for the nine month period ended September 30, 2008. The increase of cash flow used in operating activities was due in large part to an increase in losses for the period of $574,362, an increase in accounts receivable of $230,000 and a decrease in accounts payable and accrued liabilities of approximately $74,971, offset by an increase of costs of issuing common stock for services of approximately $725,916. There were no cash flows from or used in investing activities for the nine month period ended September 30, 2009 and 2008. Net cash provided by financing activities of $272,756 for the nine months period ended September 30, 2009 was related to proceeds from related party. Cash flows provided by financing activities for the nine month period ended September 30, 2008 was $127,936, representing $50,000 of proceeds from advances payable and $77,936 of proceeds from related party.

Critical Accounting Policies

In the notes to the audited consolidated financial statements for the year ended December 31, 2008 and in our annual report on Form 10-K filed with the Securities and Exchange Commission, the Company discusses those accounting policies that are considered to be critical in determining the results of operations and its financial position. We believe that the accounting principles it uses conform to accounting principles generally accepted in the United States of America.