Item 1. Financial Statements
Global Vision Holdings, Inc.
(formerly Versant International, Inc.)
CONSOLIDATED BALANCE
SHEETS
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March 31, 2013
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December 31, 2012
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(unaudited)
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ASSETS
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Current Assets
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Cash and cash equivalents
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$
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138,873
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$
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15,883
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Accounts receivable
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31,923
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8,810
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Inventory
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10,598
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3,208
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Prepaid expenses
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119,059
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165,558
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Total current assets
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300,453
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193,459
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Other Assets
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Goodwill
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86,985
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86,985
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Total assets
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$
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387,438
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$
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280,444
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LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT)
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Current Liabilities
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Accounts payable
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$
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79,686
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$
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40,842
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Advance from shareholder
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55,400
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–
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Promissory notes payable
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177,274
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–
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Total liabilities
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312,360
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40,842
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Commitments and Contingencies
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Stockholders' Equity/ (Deficit)
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Preferred stock: 25,000,000 shares authorized ($0.001 par value) none
issued and outstanding
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$
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–
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$
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–
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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
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70,000
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70,000
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Class B Common stock, $.001 par value, 675,000,000
shares authorized 71,570,334 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively
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71,570
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71,570
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Treasury stock
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(1,084,600
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)
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(1,084,600
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)
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Additional paid in capital
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3,806,143
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3,806,143
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Accumulated deficit
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(2,788,035
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)
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(2,623,511
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)
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Total stockholders' equity / (deficit)
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75,078
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239,602
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Total liabilities and stockholders' equity / (deficit)
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$
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387,438
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$
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280,444
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The accompanying notes are an integral part of these financial
statements
Global Vision Holdings, Inc.
(formerly Versant International, Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS
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For the Three Months Ended
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March 31,
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March 31,
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2013
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2012
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(unaudited)
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(unaudited)
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Revenue
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Net sales
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$
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33,101
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$
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4,472
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Cost of goods sold
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21,763
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3,619
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Gross margin
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11,338
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853
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Expenses
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Compensation
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10,200
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2,569,697
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Sales and marketing
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7,613
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910
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Professional fees
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134,468
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86,571
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Other general and administrative
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22,474
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11,725
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Total operating expenses
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174,755
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2,668,903
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Loss from operations
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(163,417
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)
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(2,668,050
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)
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Other income (expense)
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Interest expense
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(1,107
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)
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–
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Net loss
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$
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(164,524
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)
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$
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(2,668,050
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)
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Net loss per share - basic and diluted
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$
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(0.00
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)
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$
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(0.04
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)
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Weighted average shares outstanding
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141,570,334
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70,190,278
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The accompanying notes are an integral part of these financial
statements
Global Vision Holdings, Inc.
(formerly Versant International, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
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For the Three Months Ended
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March 31,
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March 31,
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2013
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2012
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(unaudited)
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(unaudited)
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Cash Flows from Operating Activities
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Net loss
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$
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(164,524
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)
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$
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(2,668,050
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)
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Adjustments to reconcile net income to net cash provided
by operating activities:
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Stock based compensation
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46,499
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2,569,697
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Amortization of original issue discount
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774
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Change in accounts receivable
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(23,113
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)
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(647
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)
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Change in prepaid expenses
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–
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(5,020
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)
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Change in accounts payable
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38,844
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22,952
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Decrease in inventories
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(7,390
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)
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3,619
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Net cash used in operating activities
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(108,910
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)
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(77,449
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)
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Cash Flows from Investing Activities
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Cash received in subsidiary acquisition
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–
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2,907
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Cash Flows from Financing Activities
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Proceeds from shareholder advances
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55,400
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17,938
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Proceeds from issuance of convertible promissory notes
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176,500
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Proceeds from issuances of common stock
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–
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79,500
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Net cash provided by financing activities
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231,900
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97,438
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Net increase in cash and cash equivalents
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122,990
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22,896
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Cash and cash equivalents at beginning of the period
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15,883
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15,000
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Cash and cash equivalents at end of the period
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$
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138,873
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$
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37,896
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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.