Global Vision 10-Q 19 Nov 13 2013 Q3 Quarterly report Financial data

Document_And_Entity_Informatio

Document And Entity Information	9 Months Ended
	Sep. 30, 2013	Nov. 15, 2013
Document And Entity Information	'	'
Entity Registrant Name	'Global Vision Holdings, Inc.	'
Entity Central Index Key	'0001497120	'
Document Type	'10-Q	'
Document Period End Date	30-Sep-13	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--12-31	'
Is Entity a Well-known Seasoned Issuer?	'No	'
Is Entity a Voluntary Filer?	'No	'
Is Entity's Reporting Status Current?	'Yes	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	72,264,778
Document Fiscal Period Focus	'Q3	'
Document Fiscal Year Focus	'2013	'

CONSOLIDATED_BALANCE_SHEETS

CONSOLIDATED BALANCE SHEETS (USD $)	Sep. 30, 2013	Dec. 31, 2012
Current Assets	'	'
Cash and cash equivalents	$263	$15,883
Accounts receivable	63,318	8,810
Inventory	28,486	3,208
Prepaid expenses	40,742	165,558
Total current assets	132,809	193,459
Furniture and Fixtures, net	20,364	0
Other Assets	'	'
Deposits	10,075	0
Goodwill	1,110,076	86,985
Total assets	1,273,324	280,444
Current Liabilities	'	'
Accounts payable	175,113	40,842
Advance from shareholder	34,652	0
Convertible notes, net of discount	558,751	0
Current portions of promissory notes payable	55,000	0
Derivative liability	187,707	0
Total current liabilities	1,011,223	40,842
Promissory notes payable, net of current portion	785,000	0
Total liabilities	1,796,223	40,842
Commitments and Contingencies	'	'
Stockholders' Equity/ (Deficit)	'	'
Preferred stock: 25,000,000 shares authorized, $0.001 par value none issued and outstanding	0	0
Treasury stock	-1,084,600	-1,084,600
Additional paid in capital	3,825,335	3,806,143
Accumulated deficit	-3,405,898	-2,623,511
Total stockholders' equity (deficit)	-522,899	239,602
Total liabilities and stockholders' equity (deficit)	1,273,324	280,444
Common Class A	'	'
Stockholders' Equity/ (Deficit)	'	'
Common stock	70,000	70,000
Common Class B	'	'
Stockholders' Equity/ (Deficit)	'	'
Common stock	$71,570	$72,264

CONSOLIDATED_BALANCE_SHEETS_Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Stockholders' Equity/ (Deficit)	'	'
Preferred stock par value	$0.00	$0.00
Preferred stock shares authorized	25,000,000	25,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common Class A	'	'
Stockholders' Equity/ (Deficit)	'	'
Common stock par value	$0.00	$0.00
Common stock authorized	200,000,000	200,000,000
Common stock issued	70,000,000	70,000,000
Common stock outstanding	70,000,000	70,000,000
Common Class B	'	'
Stockholders' Equity/ (Deficit)	'	'
Common stock par value	$0.00	$0.00
Common stock authorized	675,000,000	675,000,000
Common stock issued	72,264,778	71,570,334
Common stock outstanding	72,264,778	71,570,334

CONSOLIDATED_STATEMENTS_OF_OPE

CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Revenue	'	'	'	'
Net sales	$205,918	$3,804	$428,337	$8,983
Cost of goods sold	144,506	2,912	288,533	7,046
Gross margin	61,412	892	139,804	1,937
Expenses	'	'	'	'
Compensation	64,927	47,419	104,871	2,678,928
Sales and marketing	1,959	6,652	34,080	12,583
Professional fees	71,951	35,470	318,012	193,201
Other general and adminstrative	17,043	27,279	88,561	63,973
Total operating expenses	155,880	116,820	545,524	2,948,685
Loss from operations	-94,468	-115,928	-405,720	-2,946,748
Other income (expense)	'	'	'	'
Interest expense	-109,705	0	-177,493	0
Financing fees	-39,225	0	-171,825	0
Loss on change in fair value of derivatives	-10,764	0	-27,349	0
Total other expenses	-159,694	0	-376,667	0
Net loss	($254,162)	($115,928)	($782,387)	($2,946,748)
Net loss per share - basic and diluted	$0	$0	($0.01)	($0.03)
Weighted average shares outstanding	141,732,371	141,042,772	141,624,346	116,646,165

CONSOLIDATED_STATEMENTS_OF_CAS

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Cash Flows from Operating Activities	'	'
Net loss	($782,387)	($2,946,748)
Stock based compensation	77,917	2,636,197
Non-cash finance fees and amortization of debt discount	349,318	0
Loss on change in fair value of derivatives	27,349	0
Change in accounts receivable	-54,508	-959
Change in prepaid expenses	19,484	-1,391
Change in inventories	-25,278	7,944
Change in deposits	-7,350	0
Change in accounts payable	134,271	15,652
Net cash used in operating activities	-261,184	-289,305
Cash Flows from Investing Activities	'	'
Purchase of furniture and fixtures	-20,364	0
Cash received in subsidiary acquisition	0	7,821
Net cash provided by (used in) investing activities	-20,364	7,821
Cash Flows from Financing Activities	'	'
Proceeds from shareholder advances	55,400	0
Payments on shareholder advances	-20,748	0
Proceeds from issuance of convertible promissory notes	370,912	0
Payments on promissory notes payable	-160,000	0
Proceeds from issuances of common stock	0	309,600
Net cash provided by financing activities	245,564	309,600
Net increase in cash and cash equivalents	-15,620	28,116
Cash and cash equivalents at beginning of the period	15,883	15,000
Cash and cash equivalents at end of the period	263	43,116
Supplementary Disclosures of Cash Flow Information	'	'
Interest paid	0	0
Taxes paid	0	0
Non-Cash Investing and Financing Activities	'	'
Notes payable issued related to acquisition of subsidiary	860,000	0
Stock issued for settlement of convertible promissory notes	15,000	0
Stock issued in acquisition	$0	$100,000

1_Organization

1. Organization	9 Months Ended
	Sep. 30, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
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. Prior to the acquisition of Mamma’s Best, LLC in April 2012, the Company was considered to be in the development stage as defined by United States generally accepted accounting principles.
	In addition to the parent Company, Global Vision Holdings, Inc. operates four wholly-owned subsidiaries: The Place Media, LLC (“The Place Media”); Mamma’s Best LLC (“Mamma’s Best” or “MB”), Strategic Management Consultants, LLC (“Strategic Management” or “SMC”), and Grocers Direct, LLC (“Grocers Direct” or “GD”).
	One of our principal business objectives has been, and is, to achieve long-term growth potential through acquisitions or combinations with other businesses.
	In April 2013, we 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.
	Through Mamma’s Best, LLC, which we acquired in April 2012, we produce and sell food products. Our Mamma’s Best products are available at well-known organic and natural food retail outlets primarily in Southern California.
	Strategic Management 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.

2_Summary_of_Significant_Accou

2. Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2013
Accounting Policies [Abstract]	'
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, The Place Media, 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. Convertible notes payable, along with their associated derivative conversion liabilities, are estimated at their fair value on as “if-converted” basis on the applicable balance sheet date using a combination of Level 2 and Level 3 inputs within the fair value hierarchy as established by US GAAP. Level 3 fair values are estimated through the use of a Black-Scholes pricing model assuming the instruments will remain convertible throughout the contractual term; historical volatility of 100%; dividend yields of 0.0%; and a risk free rate of 0.1% .
	Revenue Recognition
	For our Mamma’s Best subsidiary, we recognize revenues upon delivery of our goods to a customer. This is generally the point at which title and risk of loss is transferred, and when payment has either been received or collection is reasonably assured. Revenues are recorded net of applicable incentives and promotions and include all shipping and handling costs passed to customers.
	We recognize an allowance for sales returns based upon estimated and known returns. Product returns are recorded as a reduction of net revenues and as a reduction of the accounts receivable balance. When all revenues are collected within the same period, resulting in no outstanding receivables at the balance sheet date, the allowance is reclassified to current liabilities. Since inception, we have had an immaterial amount of our products returned.
	Through our Grocer’s Direct subsidiary we enter into agreements with our customers to provide product maximization consulting and retail in-store monitoring services for emerging natural food brands. We recognize revenue from these arrangements on a monthly basis, subsequent to the agreed upon services being performed, payment is received, or collection is reasonably assured.
	Through our The Place Media subsidiary we enter into agreements with our customers to provide advertising space within our Southern California distributed tourism guide. We recognize revenue from these arrangements on a monthly basis, subsequent to the agreed upon services being performed, payment is received, or collection is reasonably assured.

3_Inventory

3. Inventory	9 Months Ended
	Sep. 30, 2013
Inventory Disclosure [Abstract]	'
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 September 30, 2013 and December 31, 2012 we had finished goods inventory valued at $28,486 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.

4_Notes_Payable

4. Notes Payable	9 Months Ended
	Sep. 30, 2013
Debt Disclosure [Abstract]	'
Notes Payable	'
	During the nine months ended September 30, 2013, the Company entered into short-term convertible promissory notes in exchange for total cash proceeds of $370,912, which was used in the acquisition of The Place Media as described in Note 6 and to meet working capital obligations.
	The notes are convertible into Class B shares of common stock, predominantly at a minimum discount of 45% to the lowest trailing market prices ranging from 10-25 days (see Current Report filings on Form 8-K throughout the period ended September 30, 2013 for more detail).
	As of September 30, 2013 the Company recognized current obligations associated with these notes totaling $558,751 net of discounts of $206,158. The Company also recognized derivative liabilities of $187,707 associated with the variable conversion component of these notes. For the three and nine months ended September 30, 2013 the Company recognized non-cash interest and financing expenses of $148,930 and $349,318, respectively, associated with these notes and also recognized a cumulative loss of $27,349 related to fluctuations in the estimated fair value of the variable conversion component. All of the convertible notes mature prior to September 30, 2013.
	During the three months ended September 30, 2013 the Company issued 694,444 shares of Class B common stock for the settlement of debt with a principal balance of $15,000.
	The Company entered into a promissory note with the seller of its wholly-owned subsidiary, The Place Media, totaling $860,000. The note requires payments totaling $60,000 in $5,000 increments for the first twelve months subsequent to the acquisition agreement. The long-term portion of the obligation, totaling $785,000 is subject to certain adjustments as described in the Current Report on Form 8-K filed on April 17, 2013. As of September 30, 2013 the obligation associated with this promissory note totaled $840,000 of which $55,000 is classified as current.

5_Related_Party_Transactions

5. Related Party Transactions	9 Months Ended
	Sep. 30, 2013
Related Party Transactions [Abstract]	'
Related Party Transactions	'
	During the nine months ended September 30, 2013 our officers and key employees provided operating advances totaling $55,400 which are due on demand. As of September 30, 2013 the Company had remaining obligations due to related parties of $34,652.

6_Acquisition_of_The_Place_Med

6. Acquisition of The Place Media, LLC	9 Months Ended
	Sep. 30, 2013
Business Combinations [Abstract]	'
6. Acquisition of The Place Media, LLC	'
	On April 12, 2013 the Company completed the acquisition, subsequently operated a wholly-owned subsidiary of Global Vision Holdings, Inc, .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 an additional 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.
	In the event the Company acquired The Place on January 1, 2013, unaudited revenues associated with The Place for the nine months ended September 30, 2013 would have been approximately $646,000 compared to approximately $670,000 for the fiscal period ended 2012. Unadjusted and unaudited net income for the periods ended September 30, 2013 and 2012 are not currently estimable based on the information available as of the date of this report. The Company has recognized provisional amounts associated with this acquisition that are subject to further adjustment upon completion of the GAAP defined measurement period.

7_Subsequent_Events

7. Subsequent Events	9 Months Ended
	Sep. 30, 2013
Subsequent Events [Abstract]	'
Subsequent Events	'
	On November 5, 2013, the Company issued an additional 8% convertible promissory note with a cash maturity value of $18,500. The terms of this note, other than principal amount, are substantially the same as those previously reported in a Current Report on Form 8-K filed on November 13, 2013.

2_Summary_of_Significant_Accou1

2. Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2013
Accounting Policies [Abstract]	'
Use of Estimates	'
	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	'
	Principles of Consolidation
	Our consolidated financial statements consist of our legal parent, Global Vision Holdings, Inc. and our wholly-owned subsidiaries, The Place Media, 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	'
	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	'
	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. Convertible notes payable, along with their associated derivative conversion liabilities, are estimated at their fair value on as “if-converted” basis on the applicable balance sheet date using a combination of Level 2 and Level 3 inputs within the fair value hierarchy as established by US GAAP. Level 3 fair values are estimated through the use of a Black-Scholes pricing model assuming the instruments will remain convertible throughout the contractual term; historical volatility of 100%; dividend yields of 0.0%; and a risk free rate of 0.1% .
Revenue Recognition	'
	Revenue Recognition
	For our Mamma’s Best subsidiary, we recognize revenues upon delivery of our goods to a customer. This is generally the point at which title and risk of loss is transferred, and when payment has either been received or collection is reasonably assured. Revenues are recorded net of applicable incentives and promotions and include all shipping and handling costs passed to customers.
	We recognize an allowance for sales returns based upon estimated and known returns. Product returns are recorded as a reduction of net revenues and as a reduction of the accounts receivable balance. When all revenues are collected within the same period, resulting in no outstanding receivables at the balance sheet date, the allowance is reclassified to current liabilities. Since inception, we have had an immaterial amount of our products returned.
	Through our Grocer’s Direct subsidiary we enter into agreements with our customers to provide product maximization consulting and retail in-store monitoring services for emerging natural food brands. We recognize revenue from these arrangements on a monthly basis, subsequent to the agreed upon services being performed, payment is received, or collection is reasonably assured.
	Through our The Place Media subsidiary we enter into agreements with our customers to provide advertising space within our Southern California distributed tourism guide. We recognize revenue from these arrangements on a monthly basis, subsequent to the agreed upon services being performed, payment is received, or collection is reasonably assured.

3_Inventory_Narrative

3. Inventory (Narrative) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Inventory Disclosure [Abstract]	'	'
Finished goods inventory	$28,486	$3,208

4_Notes_Payable_Narrative

4. Notes Payable (Narrative) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Debt Disclosure [Abstract]	'	'	'	'	'
Proceeds from convertible promissory notes	'	'	$370,912	$0	'
Convertible notes payable	558,751	'	558,751	'	0
Discount on notes	206,158	'	206,158	'	'
Derivative liability	187,707	'	187,707	'	0
Interest and financing expense	148,930	'	349,318	'	'
Loss in fair value of conversion component	-10,764	0	-27,349	0	'
Promissory note current	55,000	'	55,000	'	'
Promissory note noncurrent	840,000	'	840,000	'	'
Stock issued for settlement of debt, value	'	'	$15,000	$0	'
Stock issued for settlement of debt, shares issued	'	'	694,444	'	'

5_Related_Party_Transactions_N

5. Related Party Transactions (Narrative) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Related Party Transactions [Abstract]	'	'
Due to related parties	$34,652	$0