ITEM 1. DESCRIPTION OF BUSINESS
THE COMPANY
History and Development of Vision Global Solutions, Inc.
Outer Edge Holdings, Inc. (“Outer Edge”) was incorporated under laws of the Province of Ontario as “Consumer General Inc.” on September 9, 1988. On March 29, 1999, Outer Edge amalgamated with 1345166 Ontario Inc. to form and continue under the name “Outer Edge Holdings Inc.” Outer Edge had no subsidiaries or affiliates. In November 2003, we changed our incorporation domicile from Ontario Canada to Nevada. Vision Global Solutions Inc., a Nevada corporation (the “Company”, “Vision Global” or “VIGS”), was formed on November 20, 2003 to reincorporate the Company as a Nevada Corporation and the formal transition occurred subsequent to the March 31, 2004 year end.
The Company’s Status As A Shell Corporation
The Company now has no business operations and nominal assets and liabilities. The Company is now a “shell” corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, as well as SEC Release Number 33-8407. The term “shell company” means a registrant, other than an asset-backed issuer, that has no or nominal operations, and either: (i) no or nominal assets; (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets;
As a shell corporation, we seek to identify and pursue a business combination transaction with private business enterprises (the “Target Business”) that might have a desire to take advantage of the Company’s status as a public corporation through a capital stock exchange, merger, asset acquisition or other similar business combination (a “Business Combination”), which such transactions sometimes are referred to as “reverse acquisitions” or “reverse mergers.” We have no full-time employees and do not own or lease any property.
Results of Operations
The Corporation has no business operations and nominal operating assets and liabilities. The Corporation is a “shell” corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, as well as SEC Release Number 33-8407. The term "shell company" means a registrant, other than an asset-backed issuer, that has no or nominal operations, and either: (i) no or nominal assets; (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets. As a “shell” corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, as well as by SEC Release Number 33-8407, the Corporation had no revenues from operations in the last two years.
As a shell corporation, the Corporation has pursued potential business combination transactions with existing private business enterprises that might have a desire to take advantage of the Corporation's status as a public corporation. If such a transaction is not completed, the Corporation does not anticipate that its available cash resources and cash generated from operations will be sufficient to meet its presently anticipated capital needs for the next twelve months.
Our Address and Agent for Service of Process
Vision Global Solutions, Inc.’s principal executive offices are located at 20400 Stevens Creek Blvd., Suite 700, Cupertino, California 95014; telephone (408) 873-0500. The Company’s duly appointed resident agent in the State of Nevada upon whom process can be served is National Corporate Research, Ltd., 202 South Minnesota Street, Carson City, NV 89703
THE PRODUCTS
As a shell corporation, Vision Global presently has no products in inventory or in the manufacturing process.
SALES & MARKETING
As a shell corporation, Vision Global presently has no sales or marketing activities.
SOFTWARE DEVELOPMENT
As a shell corporation, Vision Global presently has no software development activities.
TARGET MARKETS
As a shell corporation, Vision Global presently has not identified any target markets for products or services which it may manufacture or provide in the future.
COMPETITION
As a shell corporation, Vision Global presently has no competition because it has no products or services.
MARKETING PLAN
As a shell corporation, Vision Global presently has no marketing activities.
EMPLOYEES
We have one executive officer who has other business interests and is not obligated to devote any specific number of hours to our matters. He intends to devote only as much time as he deems necessary to our affairs. The amount of time management will devote to our affairs in any time period will vary based on whether a Target Business has been selected for the Business Combination and the stage of the Business Combination process the Company is in. Accordingly, as management identifies suitable Target Businesses, we expect that our management will spend more time investigating such Target Business and will devote additional time and effort negotiating and processing the Business Combination as developments warrant. We do not intend to have any full time employees prior to the consummation of a Business Combination.
Our management may engage in other business activities similar and dissimilar to those we are engaged in without any limitations or restrictions applicable to such activities. To the extent that our management engages in such other activities, there will be possible conflicts of interest in diverting opportunities which would be appropriate for our Company to another company or to entities or persons with which our management is or may be associated or have an interest, rather than diverting such opportunities to us. Since we have not established any policy for the resolution of such a conflict, we could be adversely affected should our officer/director choose to place his other business interests before ours. We cannot assure you that potential conflicts of interest will not result in the loss of potential opportunities or that any conflict will be resolved in our favor.
CAPITALIZATION AND INDEBTEDNESS
Pursuant to the Articles of Incorporation as filed January 7, 2005, the Company is authorized to issue 200,000,000 shares of common stock, par value $0.001 per share and 5,000,000 shares of Preferred Stock, $0.001 par value share; 75,493,885 shares of Class A common shares are issued and outstanding as of March 31, 2011 and 2010. There are no shares of Preferred Stock issued and outstanding.
LINES OF CREDIT
As of March 31, 2006, Vision Global paid off all of its lines of credit. On February 9, 2011, the Company entered into a revolving line of credit facility with a credit limit of $100,000 with Navitas Capital, LLC (“Navitas”). The line of credit expires on March 31, 2012 and bears interest at the rate of 10% per annum. All outstanding principal and accrued interest under the existing notes between Navitas and the Company in the amount of $52,180 were transferred to this credit facility, and the existing notes were considered satisfactorily discharged as paid-in-full. Accrued interest at March 31, 2011 amounted to $818.
ITEM 1A.
ITEM 1A. RISK FACTORS
This Annual Report on Form 10-K contains forward-looking statements. When considering the forward-looking statements made in this Report, you should consider the risks set forth directly below, and other cautionary statements throughout this Report, which may cause actual results to vary materially from the outcomes discussed in the forward-looking statements.
The risks described below are not the only ones we face. Additional risks that generally apply to publicly traded companies, that are not yet identified or that we currently think are immaterial, may also impair our business operations. Our business, operating results and financial condition could be adversely affected by any of the following risks. You should refer to the other information set forth in this document, including our financial statements and the related notes.
WE HAVE A VERY LIMITED OPERATING HISTORY.
As a shell corporation, our business and prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies which are shell companies seeking to identify a merger or acquisition candidate. Some of these risks include our ability to identify a suitable merger or acquisition candidate; to build a comprehensive internal operating structure to support our business once we have acquired or merged with an operating company; to provide reliable and cost-effective services to our customers after the merger or acquisition; to respond to technological developments or services offered by our competitors; to enter into strategic relationships with industry participants; and to build, maintain and expand our sales or distribution channels.
THERE IS SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN.
Our ability to continue as a going concern is subject to substantial doubt given our current financial condition. If we are unable to continue as a going concern, investors in our common shares will likely lose their entire investment. We have indicated in our financial statements that there is substantial doubt about our ability to continue as a going concern. In addition, the report of the independent registered public accounting firm on our audited financial statements for the year ended March 31, 2011 includes an explanatory paragraph which indicates that there is substantial doubt about our ability to continue as a going concern. There can be no assurance that we will be successful in raising additional funding as required.
OUR STOCK PRICE IS VERY VOLATILE.
Many factors beyond our control can affect the market price of our common shares. Even assuming that the Company is successful in merging with or acquiring any other operating company, factors impacting our success will include: variations in our operating results; variations in industry growth rates; actual or anticipated announcements of technical innovations or new products or services by us or our competitors; general economic conditions in the market for our products and services; divergence of our operating results from analysts’ expectations; and changes in earning estimates by research analysts. In particular, the market prices of the shares of many companies in the technology and emerging growth sectors have experienced wide fluctuations that have often been unrelated to the operating performance of such companies.
Our stock trades on the OTC Market as an OTCQB tier stock; because the OTC Market does not operate under the same rules and standards as the NASDAQ stock market, our stockholders may have greater difficulty in selling their shares when they want and for the price they want. The OTC Market is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTC Market. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Market. Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can de-list issuers for not meeting those standards, the OTC Market has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, who files the application and is obligated to comply with keeping information about the issuers in its files. The NASD cannot deny an application by a market-maker to quote the stock of a company. The only requirement for inclusion in the OTC Market is that the issuer be current in its informational reporting requirements pursuant to SEC Rule 15c2-11.
Because stocks traded on the OTC Market are usually thinly traded, highly volatile, have fewer market makers and are not followed by analysts, our stockholders may have greater difficulty in selling their shares when they want and for the price they want. Investors may have greater difficulty in getting orders filled because it is anticipated that if our stock trades on a public market, it initially will trade on the OTC Market rather than on NASDAQ. Investors’ orders may be filled at a price much different than expected when an order is placed. Trading activity in general is not conducted as efficiently and effectively as NASDAQ-listed securities.
Investors must contact a broker dealer to trade OTC Market securities. Investors do not have direct access to the OTC Market. For OTC Market securities, there only has to be one market maker. OTC Market transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the OTC Market, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders - an order to buy or sell a specific number of shares at the current market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution. Because OTC Market stocks are usually not followed by analysts, there may be lower trading than for NASDAQ-listed securities.
We are incorporated in the State of Nevada. Certain provisions of Nevada corporation law could adversely affect the market price of our common stock. Because Nevada corporation law requires board approval of a transaction involving a change in our control, it would be more difficult for someone to acquire control of us. Nevada corporate law also discourages proxy contests making it more difficult for you and other shareholders to elect directors other than the candidates nominated by our board of directors. Neither our articles nor our by-laws contain any similar provisions.
IF WE ARE UNABLE TO OBTAIN ADDITIONAL FUNDS IN A TIMELY MANNER OR ON ACCEPTABLE TERMS, WE MAY HAVE TO CURTAIL OR SUSPEND CERTAIN ASPECTS OF OUR BUSINESS OPERATIONS, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS RELATIONSHIPS, FINANCIAL RESULTS, FINANCIAL CONDITION AND PROSPECTS.
We anticipate that our cash at March 31, 2011 of $476, along with cash generated from operations, will be insufficient to meet our present operating and capital expenditures through fiscal 2011. We negotiated a line of credit facility with third party sources for the purpose of financing our operations. However, there is no guarantee that we shall be able to draw the entire amount under this financing arrangement or that unanticipated circumstances will not require additional liquidity.
Future liquidity and cash requirements will depend on a wide range of factors; including the level of success the Company has in raising additional financing. Accordingly, there can be no assurance that the Company will be able to meet its working capital needs for any future period. As a result of some of the items noted above, the Independent Registered Public Accounting Firm’s Report for the year ended March 31, 2011 indicated that there was substantial doubt regarding the Company’s ability to continue as a going concern.
WE HAVE AFFILIATED SHAREHOLDERS WHO CAN SUBSTANTIALLY INFLUENCE THE OUTCOME OF ALL MATTERS VOTED UPON BY OUR SHAREHOLDERS AND WHOSE INTERESTS MAY NOT BE ALIGNED WITH YOURS.
The beneficial ownership of our Chief Executive Officer and several shareholders who have relatively large holdings is approximately 55 %. As a result, if they were to act together, they are able to substantially influence all matters requiring the approval of our shareholders, including the election of directors and the approval of significant corporate transactions such as acquisitions. This concentration of ownership could delay, defer or prevent a change in control or otherwise impede a merger or other business combination that the Board of Directors or other shareholders may view favorably.
REPORTS TO SECURITY HOLDERS
We file annual and quarterly reports with the SEC. In addition, we file additional reports for matters such as material developments or changes within the Company, changes in beneficial ownership of officers and directors, or significant shareholders. These filings are a matter of public record and any person may read and copy any materials filed with the SEC at the SEC’s Public Reference Room, 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and other information statements, and other information regarding issuers that file electronically at http://www.sec.gov.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2.
ITEM 2. PROPERTIES
We maintain our principal executive offices are located at 20400 Stevens Creek Blvd., Suite 700, Cupertino, California 95014 where our Chief Executive Officer maintains a business office. We use this office space free of charge. We believe that this space is sufficient for our current requirements. The Company does not own or lease any properties at this time and does not anticipate owning or leasing any properties prior to the consummation of a Business Combination, if ever.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings nor is management aware of any pending or threatening legal proceedings.
ITEM 4.
ITEM 4. (REMOVED AND RESERVED)
PART II
ITEM 5.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
Our stock became qualified for quotation on the Over-the-Counter Bulletin Board under the symbol VIGS in 2003 and continued to trade on the Over-the-Counter Bulletin Board until August 23, 2007. Thereafter, the Company commenced trading on the OTC Market as an OTCQB tier stock, where it continues to trade until present. There is, at present, a very low public market for the Company’s common shares, and there is no assurance that any such market will develop, or if developed, that such market will be sustained. The Company’s common shares therefore are not a suitable investment for persons who may have to liquidate their investment on a timely basis and are therefore only appropriate for those investors who are able to make a long term investment in the Company.
Although quotations for the Company’s common stock appear on the OTC Markets, there is no established trading market for the common stock. Since January 2001, transactions in the common stock can only be described as sporadic. Consequently, the Company is of the opinion that any published prices cannot be attributed to a liquid and active trading market and, therefore, is not indicative of any meaningful market value.
There are 598 holders of our common equity. The following table sets forth for the respective periods the prices of the Company’s Common Stock. Such prices are based on inter-dealer bid and asked prices, without markup, markdown, commissions, or adjustments and may not represent actual transactions.
The payment of dividends, if any, in the future shall be determined by the Board of Directors, in its discretion and will depend on, among other things, our earnings, our capital requirements; and our financial condition as well as other relevant factors. We have not paid or declared any dividends to date. Holders of common stock are entitled to receive dividends as declared and paid from time to time by our Board of Directors from funds legally available. We intend to retain any earnings for marketing and expansion purposes.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information to be furnished under this Item 6 is not required of smaller reporting companies.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS
GENERAL
Special Information regarding forward looking statements.
Some of the statements in this Form 10-K are “forward-looking statements.” These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the factors set forth above under “Risk Factors.” The word “believe”, “expect”, “anticipate”, “intend”, “plan”, and similar expressions identify forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revision to any of the forward-looking statements in this document to reflect any future or developments.
The following discussion of the Company’s results should be read in conjunction with the information contained in the Financial Statements and related Notes thereto. The following discussion provides a comparative analysis of material changes for the year ended March 31, 2011 and 2010, in the financial condition and results of operations of the company.
Plan of Operations
The Company has not had revenue from operations in the last two years. Previously, the Company’s revenues and operating results varied substantially from year to year. At this time, we do not have any material commitments for capital expenditures, nor are we able to anticipate the expected sources of funds for such expenditures.
In the next twelve months, we anticipate that we will be able to satisfy our cash requirements by raising of additional funds in one or more equity or debt financings. We do not presently have any product and research plan, nor do we expect to purchase or sell plant or other significant equipment during the next twelve months.
We are currently in the process of evaluating and identifying targets for a Business Combination. We are not presently engaged in, and will not engage in, any substantive commercial business until we consummate a Business Combination.
Our management has broad discretion with respect to identifying and selecting a prospective Target Business. We have not established any specific attributes or criteria (financial or otherwise) for prospective Target Businesses. There are numerous risks in connection with our current and proposed operations and plans, including those enumerated under “Item 1A Risk Factors.” By way of example, we will be affected by the risks inherent in the business and operations of the Target Business and, if such business is a foreign entity, we will be subject to all of the risks attendant to foreign operations. Although our management will endeavor to evaluate the risks inherent in a particular Target Business, we cannot assure you that we will be successful in our efforts to identify a Target Business and consummate a Business Combination or that any business with which we consummate a Business Combination will be successful.
We expect that in connection with any Business Combination, we will issue a significant number of shares of our common stock (equal to at least 80% of the total number of shares outstanding after giving effect to the transaction, in order to ensure that Business Combination qualifies as a “tax free” transaction under federal tax laws). The issuance of additional shares of our capital stock:
·
will significantly reduce the equity interest of our stockholders as of the date of the transaction; and
·
likely result in the resignation or removal of our management as of the date of the transaction.
Our management anticipates that the Company likely will be able to affect only one Business Combination, due primarily to our financial resources and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a Target Business in order to achieve a tax free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will concentrate the chance for our success into a single business and not permit us to offset potential losses from one venture against potential gains from another.
REVENUES
As a “shell” corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, as well as by SEC Release Number 33-8407, the Company had no revenues for the years ended March 31, 2011 and 2010.
COSTS OF SALES
As a “shell” corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, as well as by SEC Release Number 33-8407, the Company had no costs of sales for the years ended March 31, 2011 and 2010.
TOTAL OPERATING EXPENSES
As a “shell” corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, as well as by SEC Release Number 33-8407, the Company had total operating expenses of $22,996 for the year ended March 31, 2011 compared to $26,532 for the year ended March 31, 2010.
NET INCOME (LOSS)
As a “shell” corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, as well as by SEC Release Number 33-8407, the Company had a net loss of $35,620 for the year ended March 31, 2011 compared to $35,283 for the year ended March 31, 2010.
ASSETS
CASH
As a “shell” corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, as well as by SEC Release Number 33-8407, the Company had nominal Cash as of March 31, 2011 and 2010.
TOTAL CURRENT ASSETS
As a “shell” corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, as well as by SEC Release Number 33-8407, the Company had nominal current assets at March 31, 2011 and 2010.
TOTAL CURRENT LIABILITIES
As a “shell” corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, as well as by SEC Release Number 33-8407, the Company had total liabilities of $209,043 at March 31, 2011 and $173,498 at March 31, 2010.
LIQUIDITY AND CAPITAL RESOURCES
As a “shell” corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, as well as by SEC Release Number 33-8407, the Company does not anticipate that its available cash resources and cash generated from operations will be sufficient to meet its presently anticipated working capital and capital expenditure requirements for the next twelve months. Additional funding will become necessary. There can be no assurances that the Company can realize sufficient revenues to satisfy its business plan and further, there can be no assurance that alternative sources of financing can be procured on behalf of the Company.
However, Management continues to evaluate various business opportunities for future operations and diversification.
ACCOUNTING POLICIES SUBJECT TO ESTIMATION AND JUDGMENT
Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. When preparing our financial statements, we make estimates and judgments that affect the reported amounts on our balance sheets and income statements, and our related disclosure about contingent assets and liabilities. We continually evaluate our estimates, including those related to accounts payable, reserves for income taxes, and litigation. We base our estimates on historical experience and on various other assumptions, which we believe to be reasonable in order to form the basis for making judgments about the carrying values of assets and liabilities that are not readily ascertained from other sources. Actual results may deviate from these estimates if alternative assumptions or condition are used.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholder's equity or that are not reflected in our financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing or hedging services with us.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information to be furnished under this Item 7A is not required of smaller reporting companies.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS
See “Index to Financial Statements” for a description of the financial statements included in this Form 10-K beginning on page.
Balance sheets
Statements of operations
Statements of stockholders’ deficit
Statements of cash flows
Notes to financial statements
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Effective October 29, 2010, Jewett, Schwartz, Wolfe & Associates (“JSW”) was dismissed as the Registrant’s certifying independent accountant engaged to audit the Registrant’s financial statements. JSW was engaged as auditors to the Registrant for the fiscal year ended March 31, 2010. Except as noted in the paragraph immediately below, the reports of JSW on the Company's financial statements for the fiscal years ending March 31, 2010 and 2009 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.
The reports of JSW on the Company's financial statements for the fiscal year ending March 31, 2010 and 2009 contained an explanatory paragraph which noted that there was substantial doubt as to the Company's ability to continue as a going concern.
Prior to their dismissal, there were no disagreements with JSW on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of JSW would have caused them to make reference to this subject matter of the disagreements in connection with their report, nor were there any "reportable events" as such term as described in Item 304(a)(1)(v) of Regulation S-K.
Effective on October 29, 2010, Armanino McKenna LLP (“AMLLP”), whose address is 12667 Alcosta Blvd., Suite 500, San Ramon, CA 94583, was engaged to serve as the Registrant's new independent certifying accountant to audit the Registrant's financial statements.
Prior to engaging AMLLP, the Registrant had not consulted AMLLP regarding the application of accounting principles to a specified transaction, completed or proposed, the type of audit opinion that might be rendered on the Registrant’s financial statements or a reportable event, nor did the Registrant consult with AMLLP regarding any disagreements with its prior auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the prior auditor, would have caused it to make a reference to the subject matter of the disagreements in connection with its reports.
The dismissal of JSW as the Registrant’s certifying independent accountant and the engagement of AMLLP as its new certifying independent accountant were both approved by our board of directors.
The Company has had no disagreements with its accountants during the March 31, 2011 fiscal year.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company’s President who serves as its principal executive officer and principal financial and accounting officer is responsible for establishing and maintaining disclosure controls and procedures for the Company as defined in Rules 13a-15(e) and 15d-(15(e) of the Securities Exchange Act of 1934. Disclosure controls and procedures are controls and procedures designed to reasonably assure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, such as this report, is recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and to reasonably assure that such information is accumulated and communicated to our management, including our President who also acts as our principal financial and principal accounting officer, to allow timely decisions regarding required disclosure.
The Company’s management does not expect that our disclosure controls or our internal controls will prevent all error and 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 override of the control. The design of any systems of controls also 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, controls 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.
I carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the period ended March 31, 2011 (the “Evaluation Date”). As of the Evaluation Date, I concluded that the Company maintains disclosure controls and procedures that are effective in providing reasonable assurance that information required to be disclosed in it reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and that such information is accumulated and communicated to the Company’s management to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. The Company’s management assessed the effectiveness of its internal control over financial reporting as of March 31, 2011. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. The Company’s management has concluded that, as of March 31, 2011 the Company’s internal control over financial reporting is effective based on this criteria.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. The Company’s management's report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.
Changes in Internal Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting identified in connection with the Company’s evaluation that occurred during our last fiscal quarter (our fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting. The foregoing disclosure includes management’s assessment of the effectiveness of internal control over financial reporting at March 31, 2011 including a statement that the internal control over financial reporting was effective. The Company hereby confirms that the assessment of internal control over financial reporting as of March 31, 2011 was performed. The foregoing amended disclosure includes the disclosure required by Item 308T(a)(2 and (a)(3).
ITEM 9B.
ITEM 9B. OTHER INFORMATION.
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
EXECUTIVE OFFICERS AND DIRECTORS
The director and executive officer as of March 31, 2011 is as follows:
The following is information on the business experience of the Company’s sole director and officer. The Company has no other key employees.
Todd Waltz, 49, has been the Chairman of the Board of Directors, Chief Executive Officer, President and Secretary of the Corporation since November 2009. From 2007 until the present, Mr. Waltz has served as Corporate Controller and since January 2010 Chief Financial Officer of AE Biofuels, Inc., a renewable energy company. From 1994 to 2007 Mr. Waltz served with increasing responsibility in a variety of senior financial management and business partner roles in the On-line Services and R&D divisions of Apple, Inc. Mr. Waltz received his bachelor degree from Mount Union College in 1983, his MBA from Santa Clara University in 1997 and his Master of Science in Taxation from San Jose State University in 2008. Mr. Waltz has more than 25 years experience in public and private accounting with global public firms. Mr. Waltz is a Certified Public Accountant (inactive) in the state of California.
Board of Directors Committees and Other Information
All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. Officers are appointed by and serve at the discretion of the Board of Directors.
The Board of Directors currently has no committees. As and when required by law, it will establish Audit Committee and a Compensation Committee. The Audit Committee will oversee the actions taken by our independent auditors and review our internal financial and accounting controls and policies. The Compensation Committee will be responsible for determining salaries, incentives and other forms of compensation for our officers, employees and consultants and will administer our incentive compensation and benefit plans, subject to full board approval. The Audit Committee Charter and the Compensation Committee Charter as attached hereto as Exhibit to this filing. The functions of the Audit Committee and the Compensation Committee are currently performed by the Board of Directors.
Director Compensation
Our directors do not receive cash for their service as directors. The Company does not provide additional compensation for committee participation or special assignments of the Board of Directors, but may enter into separate consulting agreements with individual directors at times.
CODE OF ETHICS
The Company has adopted a code of business conduct and ethics that applies to its directors, officers, and employees, including its principal executive officers, principal financial officer, principal accounting officer, controller or persons performing similar functions. Upon request, any person may obtain a copy of such code of ethics by making a written request to the Company at its offices at 20400 Stevens Creek Blvd., Suite 700, Cupertino, California 95014.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that the Company directors and executive officers, and persons who own more than ten percent (10%) of the Company’s outstanding common stock, file with the Securities and Exchange Commission (the “Commission”) initial reports of ownership and reports of changes in ownership of Common Stock. Such persons are required by the Commission to furnish the Company with copies of all such reports they file. The Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representation, as of March 31, 2011, all of the Section 16(a) filing requirements applicable to its officers, directors and greater than 10% beneficial owners have been satisfied.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
During the years ended March 31, 2011, and 2010, executive compensation was as follows:
SUMMARY COMPENSATION TABLE
The following table sets forth the information, on an accrual basis, with respect to the compensation of our executive officers for the two years ended March 31, 2011.
Option Grants in Fiscal Year: No stock options were granted to executive officers of the Company during the year ended March 31, 2011.
Stock Options Exercised During Fiscal Year: None
No stock options were exercised by executive officers of the Company during the year ended March 31, 2011.
LTIP Awards During Fiscal Year: None
We did not make any long-term incentive plan awards to any executive officers, directors or employees during the year ended March 31, 2011.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth certain information with respect to beneficial ownership of our stock as of March 31, 2011 by:
·
persons known by us to be the beneficial owners of more than five percent (5%) of our issued and outstanding common stock;
·
each of our executive officers and directors; and
·
all of our officers and directors as a group.
Percentages are computed using a denominator of 75,493,885 shares of common stock outstanding, which is the total number of shares outstanding as of March 31, 2011.
-------
(1)
Applicable percentage of beneficial ownership is based on 75,493,885 shares issued and outstanding as of March 31, 2011. Beneficial ownership is determined in accordance with rules and regulations of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days after March 31, 2011 are deemed outstanding, but are not deemed outstanding for computing the percentage of any other person.
(2)
Address is 20400 Stevens Creek Blvd., Suite 700, Cupertino, California 95014.
(3)
Todd Waltz is the sole officer and director of the Company.
The table below sets forth certain information under which equity securities of the Company are authorized for issuance, aggregated as follows:
i. All compensation plans previously approved by security holders; and
ii. All compensation plans not previously approved by security holders.
The Company has not adopted any compensation plan or individual compensation arrangement under which equity securities are authorized for issuance to employees or non-employees (such as directors, consultants, advisors, vendors, customers, suppliers or lenders) in exchange for consideration in the form of goods or services as described in Accounting Standards Codification (“ASC”) No. 505-50 Equity-Based Payments to Non-Employees, and ASC 718 Compensation - Stock Compensation, or any successor standard.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Neither our directors, executive officers or persons who beneficially own, directly or indirectly, shares carrying more than 5% of our voting securities, nor any members of the immediate family (including a spouse, parents, children, siblings and in-laws) of any of the foregoing persons, has any material interest, direct or indirect, in any transaction with the Company in the last fiscal year. Todd Waltz is the sole officer and director of the Company.
ITEM 14:
ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES
Year ended March 31, 2011
Audit Fees: The aggregate fees, including expenses, billed by the Company’s principal accountant in connection with the audit of our financial statements included in our Annual Report on Form 10-K; and in connection with the review of our financial statements included in our quarterly reports during the fiscal year ending March 31, 2011 was $14,900.
Audit Related Fees: The aggregate fees, including expenses, billed by the Company’s principal accountant for services reasonably related to the audit for the fiscal year ending March 31, 2011 was $0.
Tax Fees: The aggregate fees, including expenses, billed by the Company’s principal accountant for services reasonably related to tax compliance, tax advice and tax planning for the fiscal year ending March 31, 2011 was $0.
All Other Fees: The aggregate fees, including expenses, billed for all other services rendered to the Company by its principal accountant during fiscal year ending March 31, 2011 was $0.
Year ended March 31, 2010
Audit Fees: The aggregate fees, including expenses, billed by the Company’s principal accountant in connection with the audit of our financial statements for the most recent fiscal year and for the review of our financial information included in our Annual Report on Form 10-K; and our quarterly reports during the fiscal year ending March 31, 2010 was $16,500.
Audit Related Fees: The aggregate fees, including expenses, billed by the Company’s principal accountant for services reasonably related to the audit for the fiscal year ending March 31, 2010 was $0.
Tax Fees: The aggregate fees, including expenses, billed by the Company’s principal accountant for services reasonably related to tax compliance, tax advice and tax planning for the fiscal year ending March 31, 2010 was $0.
All Other Fees: The aggregate fees, including expenses, billed for all other services rendered to the Company by its principal accountant during fiscal year ending March 31, 2010 was $0.
Audit Committee’s Policy of Pre-Approval of Audit and Permissible Non-Audit Services
The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the Independent Registered Public Accounting Firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The Independent Registered Public Accounting Firm and management are required to periodically report to the Board of Directors regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval and the fees for the services performed to date.
ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:
(a) Financial Statements
The following financial statements are filed as part of this report:
(b) Exhibits.
The following are filed as exhibits to this report:
A. Exhibits
(1)
Incorporated herein by this reference to the Company’s Registration Statement on form 20-F filed with the Securities Exchange Commission on October 17, 2001.
(2)
Incorporated herein by this reference to the Company’s Annual Report on Form 10-K for the year ended March 31, 2004, filed with the Securities Exchange Commission on September 15, 2004.
(3)
Incorporated herein by this reference to the Company’s Report on Form 8-K filed with the Securities Exchange Commission on November 4, 2010.
(4)
Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Vision Global Solutions, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:
Signatures
Title
Date
By:
/s/ Todd Waltz
Todd Waltz
June 10, 2011
Chief Executive Officer, Chief Accounting Officer
VISION GLOBAL SOLUTIONS INC.
Report on Form 10K
For the Fiscal Years Ended March 31, 2011 and 2010
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Vision Global Solutions, Inc.
Cupertino, CA
We have audited the accompanying balance sheet of Vision Global Solutions, Inc. (the "Company") as of March 31, 2011, and the related statements of operations, stockholders' deficit, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements present fairly, in all material respects, the financial position of Vision Global Solutions, Inc. as of March 31, 2011, and the results of its operations and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has incurred recurring losses from operations, generated negative cash flows from operations and has an accumulated deficit of approximately $4,810,000 through March 31, 2011. These conditions raise substantial doubt about its ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Armanino McKenna LLP
San Ramon, California
June 10, 2011
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and board of directors
Vision Global Solutions, Inc.
We have audited the accompanying consolidated balance sheet of Vision Global Solutions, Inc. (hereinafter referred to as “the Company”) as of March 31, 2010 and the related consolidated statements of operations, shareholders’ deficit and cash flows for year ended March 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Vision Global Solutions, Inc. as of March 31, 2010, and the results of their operations and their cash flows for the year ended March 31, 2010 in conformity with accounting principles generally accepted in the United States.
These consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the consolidated financial statements, the Company has operating and liquidity concerns, has incurred an accumulated deficit of approximately $4,774,046 through the period ended March 31, 2010. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.
/s/ Jewett, Schwartz, Wolfe & Associates
Hollywood, Florida
June 28, 2010
200 South Park Road, SUITE 150 ● HOLLYWOOD, FLORIDA 33021 ● TELEPHONE (954) 922-5885 ● FAX (954) 922-5957
MEMBER - AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS ● FLORIDA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
PRIVATE COMPANIES PRACTICE SECTION OF THE AICPA ● REGISTERED WITH THE PUBLIC COMPANY ACCOUNTING
OVERSIGHT BOARD OF THE SEC
VISION GLOBAL SOLUTIONS, INC.
Balance Sheets
See accompanying notes to financial statements.
VISION GLOBAL SOLUTIONS, INC.
Statements of Operations
See accompanying notes to financial statements.
VISION GLOBAL SOLUTIONS, INC.
Statements of Stockholders’ Deficit
Years Ended March 31, 2011 and 2010
See accompanying notes to financial statements.
VISION GLOBAL SOLUTIONS, INC.
Statements of Cash Flows
See accompanying notes to financial statements.
VISION GLOBAL SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2011 AND 2010
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES
Description of Business.
Vision Global Solutions, Inc., a Nevada Corporation (the “Company”) is a “shell company “as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, as well as Securities and Exchange Commission (“SEC” ) Release Number 33-8407. The term “shell company” means a registrant, other than an asset-backed issuer, that has no or nominal operations, and either: (i) no or nominal assets; (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.
The Company intends to seek out and pursue a business combination transaction with an existing private business enterprise that might have a desire to take advantage of the Company’s status as a public corporation. At this time, management does not intend to target any particular industry but, rather, intends to judge any opportunity on its individual merits. Any such transaction will likely have a dilutive effect on the interests of the Company’s shareholders that will, in turn, reduce each shareholder’s proportionate ownership and voting power in the Company.
Management Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as certain financial statement disclosures. While management believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from these estimates.
Reclassification. Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform to the presentation in the current year financial statements. These reclassifications had no impact on previously reported net loss or accumulated deficit.
Cash Equivalents. Highly liquid investments with original maturities of three months or less are considered cash equivalents.
Earnings per Share. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted net income (loss) per share is computed similarly to basic net income (loss) per share except that it includes the potential dilution that could occur if diluted securities were exercised. For the period presented, the Company did not have any outstanding dilutive securities, and, accordingly, diluted net loss per share equals basic net loss per share.
Fair Value of Financial Instruments. The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced sale or liquidation.
The carrying amounts of the Company’s financial instruments, including cash, accounts payable and related party payables approximate fair value due to their short maturities.
Income Taxes. Income tax expense is based on reported earnings before income taxes. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes, and are measured by applying enacted tax rates in effect in years in which the differences are expected to reverse.
Recent Accounting Pronouncements
We do not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
VISION GLOBAL SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2011 AND 2010
NOTE 2 - RELATED PARTY TRANSACTIONS
On November 10, 2009, June 14, 2010 and August 9, 2010 the Company executed a promissory note in the amount of $26,061, $16,000 and $5,000, respectively, with Navitas Capital, LLC (“Navitas”), a significant shareholder of the Company. The Notes automatically matured and became due and payable on November 4, 2010, November 3, 2010 and September 30, 2010, respectively. Interest accrued from the date of the note on the unpaid principal amount at a rate equal to 10% per annum and was pro-rated for any partial periods. On February 9, 2011, the balance of the notes and accrued interest was transferred to a revolving line of credit.
On February 9, 2011, the Company entered into a revolving line of credit facility with a credit limit of $100,000 with Navitas. The line of credit expires on March 31, 2012 and bears interest at the rate of 10% per annum. All outstanding principal and accrued interest under the existing notes between Navitas and the Company in the amount of $52,180 were transferred to this credit facility in addition to an initial draw of $6,000, and the existing notes were considered satisfactorily discharged as paid-in-full. Accrued interest at March 31, 2011 amounted to $818.
As of March 31, 2011, the Company received a total of $124,794 as a working capital funding provided as a series of advances beginning in 2007 from Cagan McAfee Capital Partners, LLC, an organization responsible for arranging the change of control of the Company in 2007. The amounts are payable upon demand and bear interest at a rate of 6% per annum. Accrued interest at March 31, 2011 and 2010 amounted to $24,301 and $16,813, respectively.
NOTE 3 - GOING CONCERN
As reflected in the accompanying financial statements, the Company has no operations, a net loss of $35,620 for the year ended March 31, 2011, an accumulated deficit of $4,809,666, and a working capital deficiency of $208,567. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 - SUBSEQUENT EVENTS
Revolving line of credit - related party. On May 6, 2011, the Company borrowed an additional $9,000 under the $100,000 revolving line of credit facility provided by Navitas, a significant shareholder. See Note 2 above.