UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) September 6, 2002
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GLOBAL VISION HOLDINGS, INC.
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(Name of Small Business issuer in its charter)
Snelling Travel, Inc.
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(FORMER NAME OF THE ISSUER)
NEVADA 0-26461 58-2368425
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(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation or organization) Identification No.)
Global-Vision, Inc.
7825 Fay Avenue
Suite 200
La Jolla, CA 92037
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(Address of principal executive offices)
(303) 683-6665
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(Registrant's telephone number)
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SPECIAL SECURITIES COUNSEL
Law Office of L. Van Stillman, PA
L. Van Stillman, Esq.
1177 George Bush Blvd. Suite 308
Delray Beach, Florida 33483
(561) 330-9903
(561) 330-9116 (fax)
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Item 2. Acquisition or Disposition of Assets.
The Company has on August 30, 2002, completed a transaction which will resulted
in the replacement of the majority of the Board of Directors of the Company. The
following is a brief summary of this transaction. Please see "Change in Control"
for a more complete description of the transaction.
On August 1, 2002 the Company entered into an Agreement and Plan of Share
Exchange (the "Share Exchange Agreement"), which sets forth the terms and
conditions of a proposed business combination of the Company and Global Vision,
Inc.("Global") a California corporation. Pursuant to the Share Exchange
Agreement, GLOBAL will exchange one hundred (100%) percent of its issued and
outstanding shares for twenty six million (26,000,000) shares of the Company,
with the Company as the surviving corporation. GLOBAL will as a result become a
wholly-owned subsidiary of the Company. The transaction was completed on August
30, 2002, as set forth above.
Global was formed in January 1999 as a California corporation.
Global-Vision is a "3rd generation" Internet technology company with two
software systems that can help companies doing businesses over the Internet with
its two software products:
o Silverado Intelligent Web Site Development System
o EBPP (Electronic Bill Presentment and Payment) system.
The 3rd generation features integrated Internet systems that enable more
effective line-of-business applications. Building 3rd-generation Internet
systems will demand integration with existing operations and processes of
business units. In the coming years, most companies will integrate their
Internet presence with their mission-critical line-of-business processes.
Creating these applications will be the most difficult challenge Internet
developers have yet to face.
As a result of the Share Exchange, Rollins C. Snelling, Jr. the Chairman of
the Board of Directors of the Company, resigned and Jack Chang was appointed as
Chairman of the Board of Directors of the Company. Therefore, the Board of
Directors of the Company will consist of Jack Chang and Gregory Simonds, a
current director.
CHANGE IN CONTROL
Pursuant to the Share Exchange Agreement, the Company consummated a
business combination between the Company and GLOBAL, upon the terms and
conditions set forth in the Share Exchange Agreement. Pursuant to the Share
Exchange Agreement, GLOBAL will be a wholly owned subsidiary of the Company. The
terms of the Share Exchange Agreement provide for the Company to issue
26,000,000 shares of its common stock, $.001 par value per share (the "Snelling"
Common Stock"), to the stockholders of GLOBAL, which will represent 98% of the
fully-diluted equity capitalization of the Company.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth as of September 6, 2002 certain information
with respect to the directors and named executive officers of the Company and
those persons nominated or who will be nominated to fill the vacancies on the
Board of Directors of the Company pursuant to the transactions contemplated by
the Share Exchange Agreement (the "Director Nominees").
NAME OF BENEFICIAL OWNER AMOUNT AND
PERCENT OF OWNERSHIP
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Jack Chang - Chairman and 26,000,000(2) 98%
President
Gregory Simonds, Director 0% 0%
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All executive officers and Directors 26,000,000 98%
directors of the Company as a
group (two persons)
DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
Jack Chang - Chairman
Mr. Chang is an innovative entrepreneur with over 25 years of business and
technology experience across multiple industries. His expertise is to
conceptualize how technologies can benefit the well being of consumers and
businesses and then actually transform the visions into realities.
Many of his past endeavors, such as the ATM (Automated Teller Machine; Mr. Chang
is the patent holder of the ATM), still have profound impacts on business and
society. His typical strategy is to develop high-level perspectives and designs,
tenaciously sell them to early-user customers, put together an implementation
team with himself as the architect and make the product happen.
Being a multi-disciplined individual, he has held CEO positions and high-level
positions in marketing, sales, banking, corporate development, and technology in
large and small corporations. He has also provided high level strategic planning
and business advisory support to some of the largest of the Global 500
companies, including Citibank, Coca-Cola Enterprises, American Express, Sears,
Visa, EDS and NationsBank/Bank of America etc.
A copy of the Plan of Share Exchange is attached to this Form 8-K as
Exhibit 2.1, appended to this Form.
ITEM 5. Other Events
Share Exchange:
On August 30, 2002, the registrant, Snelling Travel, Inc. completed a share
exchange with Global-Vision, Inc., a California corporation. As part of the
share exchange agreement, Snelling Travel, Inc. has changed its name to Global
Vision Holdings, Inc. All matters of the share exchange, including the name
change referred to herein was approved by the shareholders of the registrant,
upon the recommendations of the Board of Directors. (See Exhibit 2.1)
New Name:
The Shareholders of the registrant have voted to change the corporation's
name to:
Global Vision Holdings, Inc.;
And the new corporate address for the registrant is:
7825 Fay Avenue, Suite 200
LaJolla, California 92037
The president of registrant has filed the appropriate Amendment of the corporate
charter with the Secretary of State of Nevada and has notified the NASD of this
change. (See Exhibits 3.2)
Item 6. Resignation of Registrant's Directors
The Chairman of the Board of Directors of the registrant resigned as of
August 30, 2002. The Shareholders of the registrant approved the following to
become chairman of the Board of Directors:
Jack Chang
The newly elected director will serve until the next regular annual meeting
of the shareholders, or until otherwise removed.
Item 7. Financial Statements
The financial statements of Global-Vision, Inc, a California corporation,
will be included in a subsequently filed amendment to this form 8-K.
Index to Exhibits
Exhibit 2.1 "Agreement and Plan of Share Exchange"
Exhibit 3.2 Amended Articles of Incorporation
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Global Vision Holdings, Inc.
Date September 6, 2002
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By: /s/ Jack Chang
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Jack Chang, President
and Director