Form: 10QSB

Optional form for quarterly and transition reports of small business issuers

May 18, 2007


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

FORM 10-QSB

(Mark One)

[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended March 31, 2007.

[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from __________________to __________________.

Commission file number: 000-27407

Intrepid Global Imaging 3D, Inc.
(Formerly “Newmark Ventures, Inc.”)
(Exact name of small business issuer as specified in its charter)

DELAWARE 98-0187705
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

555 S. Old Woodward, Suite 1509 Birmingham, MI 48009
(Address of principal executive office) (Postal Code)

(248) 417-3202
(Registrant’s telephone number)

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]

The number of issued and outstanding of the registrant's common stock, $0.001 par value (the only class of voting stock), as of May 10, 2007 was 27,933,123.


TABLE OF CONTENTS

PART I: FINANCIAL INFORMATION 3
   
ITEM 1. FINANCIAL STATEMENTS 3
   
Unaudited Balance Sheet 4
   
Unaudited Statements of Operations 5
   
Unaudited Statements of Cash Flows 6
   
Unaudited Statement of Stockholders’ Equity (deficit) 8
   
Notes to Unaudited Financial Statements 10
   
ITEM 2. MANAGEMENT'S PLAN OF OPERATION 16
   
ITEM 3. CONTROLS AND PROCEDURES 23
   
PART II: OTHER INFORMATION 24
   
ITEM 1. LEGAL PROCEEDINGS 24
   
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES 24
   
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 27
   
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS 27
   
ITEM 5. OTHER INFORMATION 27
   
ITEM 6. EXHIBITS 28
   
SIGNATURES 28
   
INDEX TO EXHIBITS 29



PART I FINANCIAL INFORMATION
   
ITEM 1. FINANCIAL STATEMENTS

As used herein, the term “Company” refers to Intrepid Global Imaging 3D, Inc. a Delaware corporation, unless otherwise indicated. In the opinion of management, the accompanying unaudited consolidated financial statements included in the Form 10-QSB reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented. The results of operation for the periods presented are not necessarily indicative of the results to be expected for the full year.



Intrepid Global Imaging 3D, Inc. (Formerly Mangapets, Inc.)
(A Development Stage Company)
Balance Sheets
(Expressed in US Dollars)
 

    March 31,     December 31,  
    2007     2006  
    (Unaudited)     (Audited)  
ASSETS
Current Assets            
   Cash $  29,359   $  1,828  
   Receivable from relatied party   25,000     -  
   Prepaid expenses   13,469     3,122  
Total Current Assets   67,828     4,950  
   Other assets   -     -  
Total Assets $  67,828   $  4,950  
             
             
             
             
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
             
Current Liabilities            
   Accounts payable and accrued liabilities $  743,176   $  717,959  
   Notes payable   9,710     9,566  
   Due to former related parties   56,016     56,016  
Total current liabilities   808,902     783,541  
Stockholders' Equity (Deficiency)            
   Common stock, $0.001 par value            
         Authorized: 100,000,000 shares   -     -  
         Issued and outstanding:            
                   5,988,123 and 5,933,123 shares, respectively   5,988     5,933  
   Common stock issuable: 18,750 shares   19     19  
   Additional paid-in capital   11,833,746     11,753,786  
   Accumulated deficit   (8,143,573 )   (8,143,573 )
   Deficit accumulated during the development stage   (4,437,254 )   (4,394,756 )
Total stockholders' equity (deficiency)   (741,074 )   (778,591 )
Total Liabilities and Stockholders' Equity (Deficiency) $  67,828   $  4,950  

See notes to financial statements.



Intrepid Global Imaging 3D, Inc. (Formerly Mangapets, Inc.)
(A Development Stage Company)
Statements of Operations
(Expressed in US Dollars)
 

                Cumulative  
                during the  
                development  
                stage (January  
    Three months ended     1, 2005 to  
    March 31,     March 31,  
    2007     2006     2007)
    (Unaudited)     (Unaudited)     (Unaudited)  
Revenue $  - $     - $     -  
Total Revenue   -     -     -  
                   
Expenses                  
   Website planning costs   -     -     144,406  
   Impairment of website development costs   -     -     477,275  
   General and administrative expenses (including stock-based                  
         compensation of $0, $0, and $3,560,974, respectively)   42,498     126,412     3,790,573  
Total Costs and Expenses   42,498     126,412     4,412,254  
Net loss from continuing operations   (42,498 )   (126,412 )   (4,412,254 )
Loss from discontinued operations   -     -     (25,000 )
Net Loss $  (42,498 ) $   (126,412 ) $   (4,437,254 )
                   
Net loss per share-basic and diluted $  (0.01 ) $   (0.03 )      
                   
Number of common shares used to                  
compute loss per share                  
   Basic and Diluted   5,939,789     4,365,623        

See notes to financial statements.



Intrepid Global Imaging 3D, Inc. (Formerly Mangapets, Inc.)
(A Development Stage Company)
Statements of Cash Flows
(Expressed in US Dollars)
 

                Cumulative  
                during the  
                development  
                stage (January  
    Three months ended March     1, 2005 to  
    31,     March 31,  
    2007     2006     2007)
    (Unaudited)     (Unaudited)     (Unaudited)  
Cash Flows from Operating Activities                  
Net income (loss) $  (42,498 ) $   (126,412 ) $   (4,437,254 )
Adjustments to reconcile net loss to net cash                  
    used for operating activities:                  
                   Accrued interest   144     -     144  
                   Impairment of license agreement   -     -     25,000  
                   Impairment of website development cost   -     -     477,275  
                   Issuance of common stock for services   -     -     293,114  
                   Issuance of common stock for bonuses   -     -     3,239,249  
Changes in operating assets and liabilities:                  
                   Receivable from related party   (25,000 )   -     (25,000 )
                   Prepaid expenses   (10,347 )   (501 )   (13,469 )
                   Accounts payable and accrued liabilities.   25,217     59,873     231,344  
                   Due to former related parties   -     -     (10,851 )
Net cash provided by (used for) operating activities   (52,484 )   (67,040 )   (220,448 )
                   
Cash Flows from Investing Activities                  
   Website development costs   -     (2,217 )   (11,801 )
Net cash provided by (used for) investing activities   -     (2,217 )   (11,801 )

See notes to financial statements.



Intrepid Global Imaging 3D, Inc. (Formerly Mangapets, Inc.)
(A Development Stage Company)
Statements of Cash Flows, continued
(Expressed in US Dollars)
 

                Cumulative  
                during the  
                development  
                stage (January  
    Three months ended March     1, 2005 to  
          31,     March 31,  
    2007     2006     2007)
    (Unaudited)     (Unaudited)     (Unaudited)  
                   
                   
                   
Cash Flows from Financing Activities                  
                   Payments on notes payable   -     -     (52,362 )
                   Proceeds form notes payable   -     12,143     19,067  
                   Payments on loans payable   -     -     (28,387 )
                   Proceeds from advances payable   -     -     27,855  
                   Proceeds from sales of common stock and warrants   80,015     50,000     289,015  
Net cash provided by (used for) financing activities   80,015     62,143     255,188  
                   
Increase (decrease) in cash   27,531     (7,114 )   22,939  
                   
Cash, beginning of period   1,828     7,118     6,420  
                   
Cash, end of period $  29,359   $  4   $  29,359  
                   
                   
Supplemental disclosures of cash flow information:                  
   Interest paid $  -   $  -   $  -  
   Income taxes paid $  -   $  -   $  -  

See notes to financial statements.



INTREPID GLOBAL IMAGING 3D, INC. (Formerly Mangapets, Inc.)
(A Development Stage Company)
Statements of Stockholders' Equity (Deficiency)
Period December 31, 2004 to March 31, 2007
(Expressed in US Dollars)
 

                                        Deficit        
                                        Accumulated        
                            Additional           During the        
    Common Stock     Common Stock Issuable Paid-in     Accumulated     Development        
    Shares     Amount     Shares     Amount Capital     Deficit     Stage     Total  
Balances, December 31, 2004   4,028,914    $ 4,029     88,594   $  89   $ 7,783,096   $  (8,143,573 )  $ -   $  (356,359 )
 Issuance of common stock for                                                
   settlement of accrued expenses and debt                                                
     January 2005   15,750     16     -     -     13,984     -     -     14,000  
    August 2005   22,365     22     -     -     74,528     -     -     74,550  
    September 2005   22,500     23     -     -     29,977     -     -     30,000  
     November 2005   35,000     35     -     -     83,965     -     -     84,000  
Issuance of common stock and warrants for cash                                                
     May 2005   37,500     38     -     -     49,962     -     -     50,000  
     June 2005   -     -     18,750     19     24,981     -     -     25,000  
     September 2005   18,750     19     -     -     24,981     -     -     25,000  
Issuance of common stock issuable                                                
     May 2005   88,594     89     (88,594 )   (89 )   -     -     -     -  
Issuance of common stock for services                                                
     May 2005   7,500     7     -     -     19,993     -     -     20,000  
   August 2005   3,750     4     -     -     9,996     -     -     10,000  
   October 2005   2,500     2     -     -     4,998     -     -     5,000  
   November 2005   20,000     20     -     -     47,480     -     -     47,500  
   December 2005   12,500     12     -     -     24,988     -     -     25,000  
Net loss   -     -     -     -     -     -     (754,838 )   (754,838 )
Balances, December 31, 2005   4,315,623     4,316     18,750     19     8,192,929     (8,143,573 )   (754,838 )   (701,147 )
 

See notes to financial statements.



INTREPID GLOBAL IMAGING 3D, INC. (Formerly Mangapets, Inc.)
(A Development Stage Company)
Statements of Stockholders' Equity (Deficiency) - continued
Period December 31, 2004 to March 31, 2007
(Expressed in US Dollars)
 

                                        Deficit        
                                        Accumulated        
                            Additional           During the        
    Common Stock     Common Stock Issuable     Paid-in     Accumulated     Development        
    Shares     Amount     Shares     Amount     Capital     Deficit     Stage     Total  
Balances, December 31, 2005   4,315,623     4,316     18,750     19     8,192,929     (8,143,573 )   (754,838 )   (701,147 )
Issuance of common stock and warrants for cash                                                
   February 2006   50,000     50     -     -     49,950     -     -     50,000  
   September 2006   30,000     30     -     -     23,970     -     -     24,000  
   December 2006   35,000     35     -     -     34,965     -     -     35,000  
Issuance of common stock for services                                                
     May 2006   37,500     37     -     -     90,713     -     -     90,750  
     September 2006   102,500     102     -     -     123,373     -     -     123,475  
Issuance of common stock for bonuses                                                
   April 2006   112,500     113     -     -     206,887     -     -     207,000  
   May 2006   3,125,000     3,125     -     -     7,577,500     -     -     7,580,625  
Cancellation of common stock   (1,875,000 )   (1,875 )   -     -     (4,546,501 )   -     -     (4,548,376 )
Net loss   -     -     -     -     -     -     (3,639,918 )   (3,639,918 )
Balances, December 31, 2006   5,933,123     10,249     37,500     19     19,946,715     (16,287,146 )   (5,149,594 )   (1,479,738 )
Unaudited:                                                
Issuance of common stock for cash:                                                
     February 2007   20,000     20     -     -     29,980     -     -     30,000  
     March 2007   35,000     35     -     -     49,980     -     -     50,015  
Net loss   -     -     -     -     -     -     (42,498 )   (42,498 )
Balances, March 31, 2007   5,988,123 $     10,304     37,500   $  19 $     20,026,675 $     (16,287,146 ) $   (5,192,092 ) $   (1,442,221 )

See notes to financial statements.


INTREPID GLOBAL IMAGING 3D, INC. (formerly MANGAPETS, INC.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2007
(Unaudited)

Note 1.  Organization and Business Operations

Intrepid Global Imaging, Inc. (formerly MangaPets, Inc. and Newmark Ventures, Inc.) (the “Company”) (a development stage company) was incorporated on March 4, 1998. The Company is a holding company that was formed to acquire both majority and minority interests in various business operations and assist in their development.

In January 2005, the Company decided to discontinue its operations with respect to their right to promote, sell and deploy the Triton product line of non-depository, indoor cash dispensers under the license agreement obtained in 2003. The decision to discontinue this component was made by management due to the Company's desire to shift its business focus to other unrelated opportunities. Accordingly, as of December 31, 2004, the Company's cash dispenser operations were considered discontinued. Since this was the Company's only operating component, the Company re-entered the development stage as of January 1, 2005. There are no assets or liabilities associated with this business component as of March 31, 2007 and 2006.

On July 15, 2005, the Company entered into a Portal Development Agreement with Sygenics Interactive Inc. to develop for the Company a functional interactive web portal. As more fully described in Note 3, the Sygenics work was suspended in the first quarter of 2006 and to date the Company has not resumed development of the web portal.

In the second and third quarters of 2006, the Company explored the potential acquisition of certain online gaming assets. On September 18, 2006, the Company decided not to make the acquisition.

On January 29, 2007, the Company entered into an Agreement and Plan of Merger with Intrepid World Communications Corp. (“IWC”) to merge assets into the Company in exchange for 20,000,000 shares of Company common stock. The agreement is subject to satisfaction of certain conditions precedent to closing, including the Company’s providing for $1,500,000 in financing. As of May 18, 2007, closing of this transaction has not yet occurred. If an when the transaction is closed, an additional 2,000,000 shares of Company common stock is to be delivered to the Company’s former chief executive officer. IWC is a 3D product developer and licensor with offices in Birmingham, Michigan.

On both March 14, 2005 and September 29, 2005, the Company effected three (3) for two (2) forward stock splits of its common stock. On September 21, 2006, the Company effected a one (1) for two (2) reverse stock split. The financial statements have been retroactively adjusted to reflect these stock splits.

Note 2.  Interim Financial Statements

The unaudited financial statements as of March 31, 2007 and for the three months ended March 31, 2007 and 2006 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-QSB. 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,


INTREPID GLOBAL IMAGING 3D, INC. (formerly MANGAPETS, INC.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2007
(Unaudited)

necessary to present fairly the financial position as of March 31, 2007 and the results of operations and cash flows for the periods ended March 31, 2007 and 2006. 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 months ended March 31, 2007 is not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending December 31, 2007. The balance sheet at December 31, 2006 has been derived from the audited financial statements at that date.

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 uanaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2006 as included in our report on Form 10-KSB.

Note 3.  Receivable from Related Party

In the three months ended March 31, 2007, the Company made advances totaling $25,000 to its chief executive officer. This receivable is non-interest bearing and is due on demand.

Note 4.  Website Development Costs

A summary of capitalized website development costs activity for the year ended 2006 and 2005 follows:

      2006     2005  
               
  Balance, beginning of year $  170,804   $  -  
  Additions   2,217     475,058  
  Impairment charge   (173,021 )   (304,254 )
  Balance, end of year $  -   $  170,804  

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 March 31, 2007.


INTREPID GLOBAL IMAGING 3D, INC. (formerly MANGAPETS, INC.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2007
(Unaudited)

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.

Note 5. Notes Payable

Notes payable consist of:

    March 31,     December 31,    
    2007     2006  
    (Unaudited)          
               
  Note payable to an individual, due on demand, including interest at 6%            
  accrued monthly, secured by all assets and revenues of the Company $  8,009   $  7,891  
               
  Note payable to a company, due on demand, including interest at 6%            
  accrued monthly, secured by all assets and revenues of the Company   1,701     1,675  
               
  Note payable to a company, due on demand, including interest at 6%            
  accrued monthly, unsecured   -     -  
               
  Total $  9,710   $  9,566  

Note 6.  Due to Former Related Parties

Due to former related parties consist of:

      March 31, 2007     December 31, 2006  
      (Unaudited)        
  Due to former chief executive officer and affiliates,            
             non-interest bearing, due on demand $  4,237 $     4,237  
  Due to former chief accounting officer and affiliates,            
             non-interest bearing, due on demand   51,779     51,779  
  Total $  56,016 $     56,016  


INTREPID GLOBAL IMAGING 3D, INC. (formerly MANGAPETS, INC.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2007
(Unaudited)

Note 7. Warrants

A summary of warrant activity for the three months ended March 31, 2007 and for the year ended December 31, 2006 follows:

      Shares of Common Stock that Warrants are Exercisable Into  
      Three Months Ended March 31, 2007     Year Ended December 31, 2006  
  Warrants outstanding, beginning of period   177,500     195,000  
  Issued   -     80,000  
  Exercised   -     -  
  Expired   (50,000 )   (97,500 )
  Warrants outstanding, end of period   127,500     177,500  

The warrants outstanding at March 31, 2007 consist of:

      Shares of Common              
      Stock that Warrants     Exercise     Exercise  
  Expiration Date   are Exercisable Into     Price     Proceeds  
  May 2, 2007   37,500   $  4.00   $  150,000  
  June 16, 2007   18,750     4.00     75,000  
  September 30, 2007   41,250     4.00     165,000  
  September 21, 2008   30,000     1.00     30,000  
  Total   127,500         $  420,000  
 
Note 8.  Income Taxes

No provision for income taxes was recorded in the three months ended March 31, 2007 and 2006 since the Company incurred net losses in these periods.

  At March 31, 2007, deferred tax assets consist of:      
       Net operating loss carryforwards $  1,734,000  
       Less valuation allowance   (1,734,000 )
       Net   $  -  


INTREPID GLOBAL IMAGING 3D, INC. (formerly MANGAPETS, INC.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2007
(Unaudited)

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 $ 1,734,000 attributable to the future utilization of the approximately $ 5,100,000 in net operating loss carryforwards as of March 31, 2007 will be realized. Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements at March 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.



ITEM 2. MANAGEMENTS PLAN OF OPERATION

This Management's Plan of Operation and Results of Operations and other parts of this report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as "anticipates," "expects," "believes," "plans," "predicts," and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in the subsections entitled "Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition" below. The following discussion should be read in conjunction with our financial statements and notes thereto included in this report. All information presented herein is based on the period ended March 31, 2007. Our fiscal year end is December 31.

Readers are also urged to carefully review and consider the various disclosures made by the Company that attempt to advise interested parties of the factors which affect the Company's business, in this report, as well as the Company's periodic reports on Forms 10-KSB, 10-QSB, and 8-K filed with the Securities and Exchange Commission.

Business

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 Services, Inc. in 2003. The Company’s operations have since focused on the development of an interactive web portal containing games, merchandise, and activities inspired by the “Manga” theme, which describes Japanese comic books and animated cartoons.

In addition to completing the “Manga” themed web portal, the Company no longer intends to establish a U.K. based subsidiary company which will pursue acquisitions in the gaming sector.

Subsequently on the advice of counsel, and recent unfavourable events in the United States pertaining to on-line gaming, the Company has concluded that it would not be in the best interest of our shareholders to pursue on-line gaming ventures at this time.

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 and the Company is in negotiations to invalidate the contract and reach a settlement for a discount of the remaining amounts due.

The Company is currently interviewing new development teams to complete the MangaPets web portal.


The Company accepted the resignations from each of Mr. Woods, Mr. Weinstock and Mr. LaCascia on September 25th and October 3rd respectively as a result of the decision discontinue attempts to acquire internet gaming sites. 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, In exchange for 20,000,000 shares of MangaPets, Inc. restricted common stock.

Intrepid World Communications is a 3D Product Developer and Licensor, Intrepid was incorporated in Delaware in 1994, and has been in pure development since its inception. The company has offices in Birmingham, Michigan. The Company’s product, LifeVision is source neutral. Information can be sent from live stereo cameras, stereo videotape, or computer. Source information is projected through the holographic screen volumetrically with images appearing to “float” up to 30 inches in front of the viewing screen. The system requires no special glasses or eyewear and the image is seen clearly regardless of the surrounding light.

The MangaPets web portal

The portal will contain games, merchandizing, and activities inspired by the “Manga” theme. The term “Manga” has come to describe Japanese comic books and animated cartoons. Included on the site will be:

  1

interactive, engaging, and interesting Manga inspired characters, pets, species and avatars who the users will be able to identify;

     
  2

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;

     
  3

several different settings or environments which blend and join together to create one complete community or world through which users can traverse;

     
  4

storylines and narratives, names and profiles for the characters, names and descriptions for the different environments;

     
  5

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;

     
  6

an integrated back end e-commerce engine that will allow for the merchandising and licensing of products associated with the site; and

     
  7

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.

Plan of Operations

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

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 Revenue

During the three month period ended September 30, 2006, the Company paused on the development of the MangaPets web portal.

The Company, as of September 30, 2006, is in the development stage and is yet to realize revenues. The Company does not expect to realize revenues before the completion of the first stage of its interactive web portal.

The Company expects to continue to operate at a loss through fiscal 2006 and may continue to operate at a loss until the web portal defined fully operational. Further, due to the developmental nature of its business operations, the Company cannot determine whether it will ever generate revenues from operations.

Losses

For the period from January 1, 2005 (date upon which the Company re-entered the development stage) to March 31, 2007, the Company recorded an operating loss of $4,412,254. The majority of the Company’s operating losses are attributable to general and administrative expenses of $3,790,573 and costs in connection with the planning and impairment of the web portal of $477,275. The Company did not generate any revenues during this period. The Company expects to continue to incur net losses in future periods until such time as it can generate revenue. However, there is no assurance that the Company will ever generate sufficient revenues to fund operations.

Income Tax Expense (Benefit)

The Company has an income tax benefit resulting from net operating losses to offset any future operating profit. The Company has not recorded this benefit in the financial statements as it does not meet the accounting criteria to do so.

Capital Expenditures

The Company has written off $477,275 in capital expenditures for the period from January 1, 2005 (date upon which the Company re-entered the development stage) to March 31, 2007 in connection with the development of the web portal.


Liquidity and Capital Resources

The Company is in the development stage and, since inception, has experienced significant changes in liquidity, capital resources and shareholders’ equity. The Company had current and total assets of $67,828 as of March 31, 2007. These assets consist of cash on hand of $29,359, $25,000 receivable from a related party and $13,469 in prepaid expenses. Net stockholders deficiency in the Company was $741,074 at March 31, 2007.

Cash flow used in operating activities was $52,484 for the three month period ended March 31, 2007 as compared to cash used in operating activities of $67,040 for the three month period ended March 31, 2006. The decrease of cash flow used in operating activities was due in large part to the increase in net losses.

Cash flow used in investing activities was $nil for the three month period ended March 31, 2007 as compared to cash flow used in investing activities of $2,217 for the three month period ended March 31, 2006. The amount in the prior period was related to the investment in the development of the Company’s website.

Cash flow provided from financing activities was $80,015 for the three month period ended March 31, 2007 as compared to cash flow provided from financing activities of $62,143 for the three month period ended March 31, 2006. Funds realized from financing activities in the current three month period can be attributed primarily to the sale of our common stock and proceeds from advances.

The Company’s current assets are not sufficient to conduct its plan of operation over the next twelve months. Website development costs associated with the completion of the web portal alone exceed current assets. The Company will have to seek debt or equity financing to fund costs attendant to the “Manga” themed project, in addition to obtaining sufficient capital to meet operating expenses. However, the Company has no current commitments or arrangements with respect to funding or immediate sources of funding. Further, no assurances can be given that funding would be available or available to the Company on acceptable terms. Although, the Company’s major shareholders would be the most likely source of new funding in the form of debt or equity placements none have made any commitment for future investment and the Company has no agreement formal or otherwise.

Should the Company be unsuccessful in completing debt or equity placements in connection with the obligations created by its Agreement with the developer, and the anticipated development of the “Manga” inspired online virtual pet portal/website. Accordingly, the Company’s inability to obtain funding would have a material adverse effect on its plan of operation.

The Company has no current plans for the purchase or sale of any plant or equipment. The Company has no current plans to make any changes in the number of employees. The Company has no defined benefit plan with any of its officers or directors.

Critical Accounting Policies

In the notes to the audited consolidated financial statements for the year ended December 31, 2005 and in our Annual Report on Form 10-KSB 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.

Forward Looking Statements and Factors That May Affect Future Results and Financial Condition

The statements contained in sections titled “Plan of Operation”, with the exception of historical facts, are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which reflect our current expectations and beliefs regarding our future results of operations, performance, and achievements. These


statements are subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not materialize. These forward looking statements include, but are not limited to, statements concerning:

  1

Our ability to successfully implement our business strategies;

  2

The success or failure of our the business opportunities that we are pursuing;

  3

Our anticipated financial performance;

  4

The sufficiency of existing capital resources;

  5

Our ability to raise additional capital to fund cash requirements for future operations;

  6

uncertainties related to the Company’s future business prospects;

  7

The ability of the Company to generate revenues to fund future operations;

  8

changes in the laws and government regulations applicable to us;

  9

The volatility of the stock market and;

  10

General economic conditions.

We wish to caution readers that the Company’s operating results are subject to various risks and uncertainties that could cause our actual results to differ materially from those discussed or anticipated, including the factors set forth in the section entitled “Risk Factors”. We also wish to advise readers not to place any undue reliance on the forward looking statements contained in this report, which reflect our beliefs and expectations only as of the date of this report. We assume no obligation to update or revise these forward looking statements to reflect new events or circumstances or any changes in our beliefs or expectations, other that is required by law.

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.

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 $8,898,411 at December 31, 2005. 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, which can in no way be assured. Therefore, we may never be able to achieve profitability.

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 favourable 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.

Going Concern

The Company’s independent auditors have modified their report on the Company’s 2006 financial statements to indicate that there is substantial doubt as to the Company’s ability to continue as a going concern as a result of a net loss of $754,838 and $224,152 in 2006 and 2005, respectively, a discontinuation of its only operating component as of December 31, 2005, and a net deficiency in capital of $701,147 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 3. CONTROLS AND PROCEDURES

  Name Age Position(s) and Office(s)
  Jim Fischbach 60 Chief Executive Officer and Director
  Lonny Bassin 57 Chief Financial Officer and Director
  John Byrne 78 Director
  Gabe Werba 71 Director
  Donald Miller 72 Director
  John Clark 74 Director
  Ryan Hamouth 24 Director

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, 2006. 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 March 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, 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.

PART II OTHER INFORMATION
   
ITEM 1. 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 2. UNREGISTERED SALES OF EQUITY SECURITIES

On February 7, 2007, the Company issued 2,000,000 shares of common stock, par value $0.001, to Rene Hamouth pursuant to the Agreement and Plan of Merger between MangaPets Inc. and Intrepid World Communications Corporation dated January 29.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.

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 February 7, 2007, the Company issued 20,000,000 shares of common stock, par value $0.001, to Jim Fischbach pursuant to the Agreement and Plan of Merger between MangaPets Inc. and Intrepid World Communications Corporation dated January 29.The Company relied upon the exemption from securities registration pursuant to Section 4(2) and Regulation D promulgated by the 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.

On December 12, 2006, 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 $1.00 yielding gross proceeds to the Company of $35,000. 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.

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 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.

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 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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

On September 20, 2006, the Company’s board of directors approved a two (2) for one (1) reverse stock split. The quoted price of the Company’s stock reflected the stock split on September 21, 2006.

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 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 7, 2007, the Company appointed Jim Fischbach as a director and as the Company’s Chief Executive officer. The appointment of Mr. Byrne to the Company’s board of directors was pursuant to the Agreement and Plan of Merger between MangaPets Inc. and Intrepid World Communications Corporation dated January 29, 2007.

On February 7, 2007, the Company appointed John Byrne as a new member of the board of directors to serve until the Company’s next annual meeting of stockholders. The appointment of Mr. Byrne to the Company’s board of directors was pursuant to the Agreement and Plan of Merger between MangaPets Inc. and Intrepid World Communications Corporation dated January 29, 2007.

On February 7, 2007, the Company appointed Gabe Werba as a new member of the board of directors to serve until the Company’s next annual meeting of stockholders. The appointment of Mr. Werba to the Company’s board of directors was pursuant to the Agreement and Plan of Merger between MangaPets Inc. and Intrepid World Communications Corporation dated January 29, 2007.

On February 7, 2007, the Company appointed Donald Miller as a new member of the board of directors to serve until the Company’s next annual meeting of stockholders. The appointment of Mr. Miller to the Company’s board of directors was pursuant to the Agreement and Plan of Merger between MangaPets Inc. and Intrepid World Communications Corporation dated January 29, 2007.

On February 7, 2007, the Company appointed John Clark as a new member of the board of directors to serve until the Company’s next annual meeting of stockholders. The appointment of Mr. Clark to the Company’s board of directors was pursuant to the Agreement and Plan of Merger between MangaPets Inc. and Intrepid World Communications Corporation dated January 29, 2007.


On February 8, 2007, the board of directors appointed Lonny Bassin as the Company’s Chief Financial Officer. The appointment of Mr. Bassin as the Company’s chief financial officer was pursuant to the Agreement and Plan of Merger between MangaPets Inc. and Intrepid World Communications Corporation dated January 29, 2007.

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.

ITEM 6. EXHIBITS

Exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits on page 30 of this Form 10-QSB, and are incorporated herein by this reference.

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 12th day of April 2007.

 
   
  /s/ Jim Fischbach
  By: Jim Fischbach, Chief Executive Officer
   
  /s/ Lonny Bassin
  By: Lonny Bassin, Chief Financial Officer and Principle Accounting Officer

INDEX TO EXHIBITS

Exhibit Page  
No. No. Description
     
3(i)(a) * Articles of Incorporation dated March 4, 1998. (Incorporated by reference from Form 10SB filed with the SEC on January 5, 2000.)
3(i)(b) * Amended Articles of Incorporation dated April 23,1998. (Incorporated by reference from Form 10SB filed with the SEC on January 5, 2000.)
3(i)(c) * Amended Articles of Incorporation dated January 4, 2002. (Incorporated by reference from Form 10KSB filed with the SEC on May 21, 2003.)
3(i)(d) * Amended Articles of Incorporation dated December 19, 2003. (Incorporated by reference from Form 10KSB filed with the SEC on May 20, 2004.)
3(i)(e) * Amended Articles of Incorporation dated November 4, 2004. (Incorporated by reference from Form 10KSB filed with the SEC on April 15,2005)
3(i)(f) * Amended Articles of Incorporation dated September 7,2005. (Incorporated by reference from Form 10QSB filed with the SEC on November 16, 2005)
3(ii) * By-Laws dated April 23, 1998. (Incorporated by reference from Form 10SB filed with the SEC on January 5, 2000.)



10(i) * The 2003 Benefit Plan of Delta Capital Technologies, Inc. dated August 20, 2003 (Incorporated by reference from Form S-8 filed with the SEC on August 26, 2003)
10(ii) * Employee Agreement dated April 30, 2004 between the Company and Kent Carasquero. (Incorporated by reference from Form 10KSB filed with the SEC on May 20, 2004
10(iii) * Employee Agreement dated April 30, 2004 between the Company and Martin Tutschek. (Incorporated by reference from Form 10KSB filed with the SEC on May 20, 2004)
10(iv) * Employee Agreement dated October 1, 2004 between the Company and Roderick Shand (Incorporated by reference from Form 10KSB filed with the SEC on April 15, 2005)
10(v) * Employee Agreement dated October 1, 2004 between the Company and Mr. Paul Bains (Incorporated by reference from Form 10KSB filed with the SEC on April 15, 2005)
10(vi) * Consulting Agreement dated October 1,2004 between the Company and Mr. Carasquero. (Incorporated by reference from Form 10KSB filed with the SEC on April 15, 2005)
10(vii) * Portal Development Agreement dated July 15, 2005 between the Company and Sygenics Interactive Inc. (Incorporated by reference from Form 8-K filed with the SEC on August 9, 2005)
10(viii) * Debt Settlement Agreement dated August 3, 2005 between the Company and Rajesh Vadavia and Sygenics Interactive, Inc. (Incorporated by reference from Form 10KSB filed with the SEC on April 17, 2006)
10(ix) * Debt Settlement Agreement dated September 30, 2005 between the Company and Leslie Lounsbury. (Incorporated by reference from Form 10QSB filed with the SEC on November 16, 2005)
10(x) * Debt Settlement Agreement dated November 9,2005 between the Company and Roderick Shand. (Incorporated by reference from Form 10KSB filed on April 17,2006)
10(xi) * Debt Settlement Agreement dated November 9, 2005 between the Company and Paul Bains. (Incorporated by reference from Form 10KSB filed on April 17, 2006)
14 * Code of Ethics (Incorporated by reference from Form 10KSB filed with the SEC on April 15, 2005)
31.1 31.1 Certification of CEO Pursuant to Rule 13a-14(A) 15d-14(A) of the Securities Act of 1934 as amended, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002
31.2 31.2 Certification of CFO Pursuant to Rule 13a-14(A) 15d-14(A) of the Securities Act of 1934 as amended, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002
32.1 32.1 Certification Pursuant to 18 U.S.C. Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002.

* Incorporated by reference from previous filings of the Company