SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

S QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the quarterly period ended March 31, 2013.

 

or

 

£ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT.

 

For the transition period from __________ to __________

  

Commission file number: 000-54050

  

GLOBAL VISION HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada	27-2553082
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

 

19200 Von Karman, 6^th Floor, Irvine, CA 92612

(Address of Principal Executive Office) (Zip Code)

  

(949) 281-6438

(Registrant's telephone number including area code)

  

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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.

 

S Yes £ No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

S Yes £ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

Large accelerated filer £	Accelerated filer £
Non-accelerated filer £	Smaller reporting company S

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

£ Yes S No

  

As of May 17, 2013, 141,570,334 shares of the registrant's common stock, $.001 par value, were outstanding.

 

 

TABLE OF CONTENTS

 

 

Part I. FINANCIAL INFORMATION	1
Item 1.  Financial	1
Balance Sheet as of March 31, 2013 and December 31, 2012	1
Statements of Operations for the Three Months Ended March 31, 2013 and 2012	2
Statements of Cash Flows for the Three Months Ended March 31, 2013 and 2012	3
Notes to Interim Statements	4
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations	7
Item 4.  Controls and Procedures	9
Part II. Other Information	9
Item 1.  Legal Proceedings	9
Item 2.  Recent Sales of Unregistered Securities	9
Item 3.  Defaults Upon Senior Securities	9
Item 4.  Submission of Matter to a Vote of Security Holders	9
Item 6.  Exhibits	9
Signatures	10

 

 

  

PART I. FINANCIAL INFORMATION

  

Item 1. Financial Statements

 

Global Vision Holdings, Inc.

(formerly Versant International, Inc.)

CONSOLIDATED BALANCE SHEETS

  

		March 31, 2013				December 31, 2012
		(unaudited)
ASSETS
Current Assets
Cash and cash equivalents		$	138,873			$	15,883
Accounts receivable			31,923				8,810
Inventory			10,598				3,208
Prepaid expenses			119,059				165,558
Total current assets			300,453				193,459
Other Assets
Goodwill			86,985				86,985
Total assets		$	387,438			$	280,444
LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT)
Current Liabilities
Accounts payable		$	79,686			$	40,842
Advance from shareholder			55,400				–
Promissory notes payable			177,274				–
Total liabilities			312,360				40,842
Commitments and Contingencies
Stockholders' Equity/ (Deficit)
Preferred stock: 25,000,000 shares authorized ($0.001 par value) none issued and outstanding		$	–			$	–
Class A Common stock, $.001 par value, 200,000,000 shares authorized and 70,000,000 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively			70,000				70,000
Class B Common stock, $.001 par value, 675,000,000 shares authorized 71,570,334 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively			71,570				71,570
Treasury stock			(1,084,600	)			(1,084,600	)
Additional paid in capital			3,806,143				3,806,143
Accumulated deficit			(2,788,035	)			(2,623,511	)
Total stockholders' equity / (deficit)			75,078				239,602
Total liabilities and stockholders' equity / (deficit)		$	387,438			$	280,444

 

The accompanying notes are an integral part of these financial statements

 

 

Global Vision Holdings, Inc.

(formerly Versant International, Inc.)

CONSOLIDATED STATEMENTS OF OPERATIONS

 

		For the Three Months Ended
		March 31,				March 31,
		2013				2012
		(unaudited)				(unaudited)
Revenue
Net sales		$	33,101			$	4,472
Cost of goods sold			21,763				3,619
Gross margin			11,338				853
Expenses
Compensation			10,200				2,569,697
Sales and marketing			7,613				910
Professional fees			134,468				86,571
Other general and administrative			22,474				11,725
Total operating expenses			174,755				2,668,903
Loss from operations			(163,417	)			(2,668,050	)
Other income (expense)
Interest expense			(1,107	)			–
Net loss		$	(164,524	)		$	(2,668,050	)
Net loss per share - basic and diluted		$	(0.00	)		$	(0.04	)
Weighted average shares outstanding			141,570,334				70,190,278

 

The accompanying notes are an integral part of these financial statements

 

 

Global Vision Holdings, Inc.

(formerly Versant International, Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

		For the Three Months Ended
		March 31,				March 31,
		2013				2012
		(unaudited)				(unaudited)
Cash Flows from Operating Activities
Net loss		$	(164,524	)		$	(2,668,050	)
Adjustments to reconcile net income to net cash provided by operating activities:
Stock based compensation			46,499				2,569,697
Amortization of original issue discount			774
Change in accounts receivable			(23,113	)			(647	)
Change in prepaid expenses			–				(5,020	)
Change in accounts payable			38,844				22,952
Decrease in inventories			(7,390	)			3,619
Net cash used in operating activities			(108,910	)			(77,449	)
Cash Flows from Investing Activities
Cash received in subsidiary acquisition			–				2,907
Cash Flows from Financing Activities
Proceeds from shareholder advances			55,400				17,938
Proceeds from issuance of convertible promissory notes			176,500
Proceeds from issuances of common stock			–				79,500
Net cash provided by financing activities			231,900				97,438
Net increase in cash and cash equivalents			122,990				22,896
Cash and cash equivalents at beginning of the period			15,883				15,000
Cash and cash equivalents at end of the period		$	138,873			$	37,896

  

Supplementary Disclosures of Cash Flow Information

The Company did not pay any interest or taxes for the three months ended March 31, 2013 and 2012, respectively

 

Non-Cash Investing and Financing Activities

During the three months ended March 31, 2012 the Company issued 10,000,000 shares of Class B common stock, valued at $100,000, to acquire the identifiable assets including goodwill along with the assumed liabilities of its wholly-owned subsidiary Mamma's Best, LLC.

 

The accompanying notes are an integral part of these financial statements

 

 

GLOBAL VISION HOLDINGS, INC.

(formerly Versant International, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  

The unaudited condensed consolidated financial statements included herein were prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, disclosures made are adequate to make the information not misleading.

 

In the opinion of management, the interim data includes all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for the interim period. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the fiscal year.

 

Note 1 – Organization

 

Global Vision Holdings, Inc. (Company) was organized under the laws of the State of Nevada in May 2010.  The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire companies or businesses seeking the perceived advantages of being a publicly held corporation. One of our principal business objectives for the next 12 months and beyond will be to achieve long-term growth potential through acquisitions or combinations with other businesses.

 

In addition to the parent Company, Versant International, Inc. operates three wholly-owned subsidiaries; Mamma’s Best LLC (“MB”), Strategic Management Consultants (“SMC”), and Grocers Direct (“GD”).

 

Through Mamma’s Best, LLC we produce and sell food products. Our products are available at well-known organic and natural food retail outlets primarily in the Los Angeles and Orange County locales. To date, our food products consist of a total of four barbeque sauces and marinades.

 

Strategic Management Consultants provides skilled advice for businesses to streamline and make more efficient management and organizational decisions. SMC formulates business strategies and improved operational performance by assessing the organization's current systems and processes; evaluating and recommending appropriate solutions; and ensuring success by mitigating potential risk. SMC provides the necessary resources, at all levels, to implement these new strategies and initiatives from sales and marketing, leadership, strategic partnerships, public relations, branding, financial forecasting and accounting.

 

Grocers Direct provides consulting and representation services for emerging natural food brands in the retail market place.

 

Prior to the acquisition of Mamma’s Best we were considered to be in the development stage as defined by United States generally accepted accounting principles.

 

Note 2 – Summary of Significant Accounting Policies

 

Use of Estimates

 

Management makes estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods.  Actual results could vary from these estimates.

 

Principles of Consolidation

 

Our consolidated financial statements consist of our legal parent, Global Vision Holdings, Inc. and our wholly-owned subsidiaries, Mamma’s Best, LLC, Strategic Management Consultants, and Grocers Direct. All inter-company balances and transactions have been eliminated upon consolidation.

 

 

Cash and Cash Equivalents

 

We maintain our cash at federally insured financial institutions.  Cash equivalents with maturity dates less than 90 days from the date of origination are considered to be cash equivalents for all financial reporting purposes.  We currently have no cash equivalents.

 

Fair Value

 

Cash and other current assets and liabilities are carried at cost which approximates their fair value in accordance with the fair value hierarchy as established by US GAAP.

  

Note 3 – Inventory

  

Our inventory is stated at the lower of cost or market using the FIFO method. We have entered into third party production agreements on an as needed basis, correspondingly, there are no purchase commitments related to inventory. As of March 31, 2013 and December 31, 2012 we had finished goods inventory valued at $10,598 and $3,208 held by our wholly-owned subsidiary Mamma’s Best, respectively. Periodic reviews for obsolescence are performed and applicable reserves are recognized. We have not recognized any reserves for obsolete inventory through the period covered by this report.

  

Note 4 – Convertible Promissory Notes

 

In March 2013 the Company issued a $50,000 convertible promissory in exchange for cash proceeds of $42,500. The notes carry an interest rate of 8% per annum. All unpaid principal and accrued interest are due and payable on the maturity date of December 6, 2013.

 

At any time during the period beginning on the date which is one hundred eighty (180) days following the grant date, the holder may convert the then outstanding principal into fully paid and non- assessable shares of Class B Common Stock. The conversion rate is at a forty-five (45%) discount to the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date. During the three months ended March 31, 2013 the Company recognized $1,107 of interest expense related to this note agreement, $333 of interest is included in accounts payable and $774 of original issue discount was recognized.

 

In March 2013, the Company issued two additional convertible promissory notes to accredited investors representing the aggregate principal amount of $134,000. The principal balance of each note is convertible into Class B common stock of the Company, at the election of the Holder, beginning 180 days after the issuance of the note. The conversion rate is at a forty-five (45%) discount to the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date. The Company has the right to prepay the principal and interest, prior to maturity in March 2015 without penalty. Interest on each note accrues at a rate of ten percent (10%) per annum.

  

Note 5 – Related Party Transactions

 

During the three months ended March 31, 2013 our officers and key employees provided operating advances totaling $55,400 which are due on demand.

  

Note 6 – Subsequent Events

  

On April 12, 2013 the Company completed the acquisition (the “Acquisition”) of all of the assets of a division of Max Communicating Resources, Inc. entitled The Place Media, relating to the production and distribution of magazines and online publications under the series “The Place – The Insider’s Guide to Southern California” (the “Business”). The Acquisition was completed pursuant to the terms of an Asset Purchase Agreement, dated as of April 12, 2013 (the “Purchase Agreement”), by and among The Place Media, LLC (“Buyer”, a wholly owned subsidiary of the Company), and Max Communicating Resources, Inc. (“Seller”).

 

Pursuant to the Purchase Agreement, the Company acquired substantially all of the assets relating to the Business for an aggregate purchase price of One Million Dollars ($1,000,000), consisting of (i) an initial cash payment of $140,000 on the Closing Date; (ii) monthly cash payments totaling $60,000 during the year immediately following the Closing; and $800,000 in the form of a promissory note.

 

The promissory note issued to the Seller on the Closing Date contains the following material terms: no interest is due under the note except in the event of a default; the amortization schedule calls for semi-annual principal payments commencing March 1, 2014 and ending September 1, 2019 and prepayment is permitted without penalty. In addition, the promissory note provides for potential reductions in the principal amount of the Note of up to $200,000 under certain circumstances. The promissory note is guaranteed by the Company.

 

 

The Place Media, LLC, the entity which purchased the assets, will operate as a wholly owned subsidiary of Global Vision Holdings, Inc.

 

On April 24, 2013 the Company issued a promissory note to JMJ Financial (“Lender”), having principal amount of up to $500,000 for up to $450,000 in consideration with a ten percent original issue discount (the “Note”). The Note was funded as to $50,000 on April 24, 2013.

 

The principal balance of the Note is convertible into Class B common stock of the Company, at the election of the Holder, at any time after the issuance date. The conversion price of the Note is based on a measure of the market price of the Class B common stock (as determined in accordance with the Note). The Note has a one year term. The Company may repay the Note at any time on or before 90 days from the issuance date and incur no interest in addition to the original issue discount; or if the Company does not repay the Note during that time period, a 12% interest rate shall apply. The Note contains default provisions, including provisions for potential acceleration of the Note and a default premium.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

 

This Quarterly Report on Form 10-Q contains certain statements that are not historical facts, including, most importantly, information concerning possible or assumed future results of operations of Global Vision Holdings, Inc. (the "Company") and statements preceded by, followed by or that include the words "may," "believes," "expects," "anticipates," or the negation thereof, or similar expressions, which constitute "forward-looking statements" within the meaning of the Section 27A of the Securities Act of 1933 and Section 21E (the "Reform Act")of the Securities Exchange Act of 1934 (the "Exchange Act"). For those statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Reform Act. These forward-looking statements are based on the Company's current expectations and are susceptible to a number of risks, uncertainties and other factors.

 

The Company will not undertake and specifically declines any obligation to publicly release the result of any revisions, which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. In addition, it is the Company's policy generally not to make any specific projections as to future earnings, and the Company does not endorse any projections regarding future performance that may be made by third parties.

 

The following discussion and analysis provides information which the Company's management believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial statements and the notes to financial statements, which are included in this report, as well as the Company's Form 10-K for the period ended December 31, 2012.

 

Business Overview & Plan of Operations

  

Through our wholly-owned subsidiary, Mamma’s Best, LLC we sell unique, all natural food products based on family recipes of the subsidiaries’ founders. Through the date of this report all of our sales were from a total of four sauces and marinades available at approximately 140 natural and organic food outlets in Southern California.

 

We are currently in the process of expanding our food line to include additional sauces and marinades, jams, soups, and salad dressings. We are also seeking to expand our geographical presence throughout the Western United States as well as increase the number of retailers carrying our products.

 

Additionally, our Grocers Direct and Strategic Management Consultants subsidiaries provide marketing, merchandising, and other brand awareness services to small to mid-sized companies in the all-natural wholesale food industry and beyond.

 

In April 2013 Global Vision acquired The Place Media, LLC which publishes The Place Magazine, a travel and tourist guide highlighting local attractions, entertainment and restaurants to visitors to the San Diego, Orange County and Los Angeles areas, found in over 600 hotel rooms across Southern California.

 

We continue to investigate and, if such investigation warrants, seek to acquire additional companies or businesses seeking the perceived advantages of being a publicly held corporation which may or may not be in the same industry as our wholly-owned subsidiaries. Our on-going principal business objective for the next 12 months and beyond will be to achieve long-term growth potential through additional business combinations and the operation and growth of our current subsidiaries.

 

The analysis of new business opportunities will be undertaken by or under the supervision of Glen W. Carnes, our Chief Executive Officer and Chairman. Mr. Carnes possesses significant investment banking and acquisition experience to enhance our ability to identify acquisition targets. Mr. Carnes has over 10 years of experience and involvement with these types of transactions across a wide array of industries. Correspondingly, we believe the contacts obtained along with the experience in analyzing and accounting for these types of transactions is significantly beneficial in identifying potential acquisition targets.  

 

We presently have seven employees including our sole officer, Glen W. Carnes.

 

 

Results of Operations

 

For the three months ended March 31, 2013 our revenues from sauce and marinade sales increased by $28,629 to $33,101. The increase was primarily due to the Company’s prior efforts to increase its retail availability and brand awareness. We also increased our service revenue through our Grocer’s Direct subsidiary as we continue to increase our client base. Throughout 2013 we intend to continue our efforts to increase our geographical reach and product offerings, however, there is no guarantee we will be successful.

 

In addition, we have substantially completed the development of six new all natural jams and six uniquely flavored soup offerings which are expected to roll-out late in the second quarter or early in the third quarter of 2013.

 

Historically, we have seen a relative even mix of sales amongst our four current product offerings. We anticipate our sales to increase as we intend to devote additional time resources developing broker relationships; expand our product offerings; increase our geographical reach; and implement new promotional programs.

 

Our cost of goods sold increased to approximately $22,000 in-line with the increased revenue during the period ended March 31, 2013. Our gross margin and cost of goods sold, as a percentage of revenue, increased significantly as compared to the three months ended March 31, 2012 as we were successful at reducing some of our costs while slightly increasing our prices. We expect to maintain our current sales margins and we closely monitor the costs of our underlying ingredients. As our product lines increase our exposure to rapid price changes in raw materials such as fruits will also increase. We believe our relationship with our production vendor is good which provides us timely information to making corresponding price adjustments to our finished goods.

 

During the three months ended March 31, 2013 we increased our sales and marketing expenditures by approximately $6,700 from the comparable prior period. The increase is the result of operating Mamma’s Best for the full quarter as opposed to the prior comparable period in 2012 when we acquired Mamma’s Best. We expect to continue these expenditures in line with our on-going focus on expanding the number of stores and geographical reach of our current product offerings, as well as rolling out new offerings.

 

Professional fees increased approximately $50,000 from the three months ended March 31, 2012 primarily due to increased accounting, audit, and legal fees associated with the filing of our annual report for the year ended December 31, 2012. Additionally, we incurred non-recurring fees related to our recent acquisition of The Place Media (for more information see our Current Report on Form 8-K filed on April 17, 2013.

 

Compensation expense decreased from $2,569,697 for the three months ended March 31, 2012 to $10,200 in the current quarter since we did not incur significant stock based compensation during the quarter. As we expect to continue to add headcount as we expand our businesses, compensation costs are expected to increase through the remainder of the year.

 

Other general and administrative costs nearly doubled from the quarter ended March 31, 2012 to $22,474 primarily related to the increased business activities. We expect these amounts to increase as we implement the operations of our recent acquisition, The Place Media.

  

Liquidity and Capital Resources

 

Our current working capital and liquidity needs are provided by the operations of Mamma’s Best and Grocer’s Direct; working capital advances from our officers; and private placements of our common stock; and the expected operations from the recent acquisition of The Place Media.

 

Since we generally purchase inventory on a just in time basis we believe that cash provided by operations will be sufficient to meet our recurring obligations. Additionally, our officers have agreed to defer payment or forgive their outstanding obligations until such time as the Company obtains the appropriate level of operating resources or may accept equity settlements in the future.

 

Additionally, we received gross proceeds of $176,500 of net proceeds through the issuance of short-term convertible promissory notes primarily used for acquiring The Place Media. In the event our current operations and intending operations of The Place Media are not sufficient to settle these obligations we will need to raise additional capital. In addition, in the event of conversion of the short-term promissory notes, the holders of our Class B common stock will be subject to dilution.

 

We do not believe our current business activities will require significant additional capital asset investment.

 

In order to execute our growth strategy and acquire other businesses we may need to raise additional capital. We intend to raise funds via private placements of our common stock, however, there are no firm future funding commitments by stockholders, management, or other third party investors.

 

We believe that our current resources are sufficient to meet our on-going operations, at their current levels, for at least the next twelve months.

 

 

Off-Balance Sheet Arrangements

 

None.

 

Item 4. Controls and Procedures

 

We maintain "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our principal executive officer to allow timely decisions regarding required disclosure.

  

Evaluation of disclosure and controls and procedures.

 

As of March 31, 2013, the Company carried out an evaluation, under the supervision and with the participation of our Principal Executive and Financial Officer of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on the evaluation, the Company's Principal Executive and Financial Officer have concluded that the Company's disclosure controls and procedures which are designed to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, are not operating in an effective manner as of March 31, 2013.

 

Changes in internal controls over financial reporting.

 

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recent quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

  

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

  

We are unaware of any existing or pending legal proceedings or claims against the Company.

 

Item 2. Recent Sales of Unregistered Securities

 

The Company did not issue any unregistered securities through the date of this report that were not previously disclosed.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Submission of Matter to a Vote of Security Holders

 

None.

  

Item 5. Other Information

 

None.

  

Item 6. Exhibits

 

4.1		Convertible Promissory Note dated March 6, 2013 (Incorporated by reference to Current Report on Form 8-K filed March 12, 2013)
31		Section 302 Certification of Principal Executive and Financial Officer
32		Section 906 Certification of Principal Executive and Financial Officer
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Scheme
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Presentation Linkbase

  

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Date: May 20, 2013

 

GLOBAL VISION HOLDINGS, INC.

 

 

By: /s/ Glen W. Carnes

Glen W. Carnes, Chairman and

Principal Executive and Financial Officer