FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2002
------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-26461
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GLOBAL VISION HOLDINGS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 58-2368425
------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7825 Fay Avenue, Suite 200, La Jolla, CA 92037
- ------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(303) 683-6665
-----------------------------------------------------
(Registrant's telephone number, including area code)
SNELLING TRAVEL, INC.
4636 Village Drive,
Fernandina, Florida 32034
FYE - 12/31
---------------------------------------
(Former name, former address and former
fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes XX No
--- ---
GLOBAL VISION HOLDINGS, INC.
(FORMERLY SNELLING TRAVEL, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 AND 2001
GLOBAL VISION HOLDINGS, INC.
(FORMERLY SNELLING TRAVEL, INC.)
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
Balance Sheets as of September 30, 2002 (unaudited).................... F-3
Statements of Operations for the Nine and Three Months
Ended September 30, 2002 and 2001 (unaudited)
- With Cumulative Totals Since Inception...................... F-4
Statements of Cash Flows for the Nine Months Ended
September 30, 2002 and 2001 (unaudited)
- With Cumulative Totals Since Inception...................... F-5
Notes to Unaudited Condensed Consolidated Financial Statements......... F-6
GLOBAL VISION HOLDINGS, INC.
(FORMERLY SNELLING TRAVEL, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2002 (UNAUDITED)
ASSETS
------
Current Asset:
Cash and cash equivalents $ 46,201
-----------
Total Current Asset 46,201
-----------
TOTAL ASSET $ 46,201
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
LIABILITIES
Current Liabilities:
Accounts payable and accrued expenses $ 142,485
Due to officers 28,836
-----------
Total Current Liabilities 171,321
-----------
Total Liabilities 171,321
-----------
STOCKHOLDERS' DEFICIT
Common Stock, Class A, $.001 Par Value; 100,000,000 authorized
and 32,442,248 issued and outstanding 32,442
Additional Paid-in Capital 2,216,386
Deficit Accumulated During the Development Stage (2,373,948)
-----------
Total Stockholders' Deficit (125,120)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 46,201
===========
The accompanying notes are an integral
part of the condensed consolidated financial statements
F-3
GLOBAL VISION HOLDINGS, INC.
(FORMERLY SNELLING TRAVEL, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)
(WITH CUMULATIVE TOTALS SINCE INCEPTION)
NINE MONTHS ENDED THREE MONTHS ENDED
---------------------------- ---------------------------- Cumulative
September 30, September 30, September 30, September 30, Totals Since
2002 2001 2002 2001 Inception
------------ ------------ ------------ ------------ ------------
OPERATING REVENUES
Revenue $ -- $ -- $ -- $ -- $ --
COST OF SALES -- -- -- -- --
------------ ------------ ------------ ------------ ------------
GROSS PROFIT -- -- -- -- --
------------ ------------ ------------ ------------ ------------
OPERATING EXPENSES
Consulting fees 2,220,000 -- 2,220,000 -- 2,220,000
Professional fees and compensation expenses 14,138 17,316 7,500 5,867 96,119
General and administrative expenses 4,129 2,534 1,586 1,094 22,829
------------ ------------ ------------ ------------ ------------
Total Operating Expenses 2,238,267 19,850 2,229,086 6,961 2,338,948
------------ ------------ ------------ ------------ ------------
NET LOSS BEFORE PROVISION FOR INCOME TAXES (2,238,267) (19,850) (2,229,086) (6,961) (2,338,948)
Provision for Income Taxes (35,000) -- (35,000) -- (35,000)
------------ ------------ ------------ ------------ ------------
NET LOSS APPLICABLE TO COMMON SHARES $ (2,273,267) $ (19,850) $ (2,264,086) $ (6,961) $ (2,373,948)
============ ============ ============ ============ ============
NET LOSS PER BASIC AND DILUTED SHARES $ (0.05807) $ (0.00045) $ (0.07518) $ (0.00016)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 39,146,077 44,225,000 30,115,261 44,225,000
============ ============ ============ ============
The accompanying notes are an integral
part of the condensed consolidated financial statements.
F-4
GLOBAL VISION HOLDINGS, INC.
(FORMERLY SNELLING TRAVEL, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(UNAUDITED)
(WITH CUMULATIVE TOTALS SINCE INCEPTION)
Cumulative
Totals Since
2002 2001 Inception
----------- ----------- -----------
CASH FLOW FROM OPERATING ACTIVIITES
Net loss $(2,273,267) $ (19,850) $(2,373,948)
----------- ----------- -----------
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities
Common stock issued for services 2,220,000 -- 2,221,000
Rent and salaries contributed by officer 5,400 5,400 27,000
Merger of Global Vision (51,672) -- (51,672)
Changes in assets and liabilities
Increase (decrease) in accounts payable and
and accrued expenses 120,793 8,992 142,485
----------- ----------- -----------
Total adjustments 2,294,521 14,392 2,338,813
----------- ----------- -----------
Net cash provided by (used in) operating activities 21,254 (5,458) (35,135)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in amounts due to officers 24,486 -- 28,836
Proceeds from issuance of common stock -- -- 52,500
----------- ----------- -----------
Net cash provided by financing activities 24,486 -- 81,336
----------- ----------- -----------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS 45,740 (5,458) 46,201
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD 461 5,811 --
----------- ----------- -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 46,201 $ 353 $ 46,201
=========== =========== ===========
SUPPLEMENTAL INFORMATION ON NONCASH ACTIVITIES:
Common stock issued for services $ 2,220,000 $ --
=========== ===========
The accompanying notes are an integral
part of the condensed consolidated financial statements.
F-5
GLOBAL VISION HOLDINGS, INC.
(FORMERLY SNELLING TRAVEL, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 AND 2001
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
--------------------------------------
The condensed consolidated unaudited interim financial statements
included herein have been prepared, without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. The
condensed consolidated financial statements and notes are presented as
permitted on Form 10-QSB and do not contain information included in
Global Vision Holdings, Inc. (formerly Snelling Travel, Inc.
"Snelling")) (the "Company") annual statements and notes. Certain
information and footnote disclosures 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, although the Company
believes that the disclosures are adequate to make the information
presented not misleading. It is suggest that these condensed
consolidated financial statements be read in conjunction with the
December 31, 2001 audited financial statements of Snelling and the
accompanying notes thereto. While management believes the procedures
followed in preparing these condensed consolidated financial
statements are reasonable, the accuracy of the amounts are in some
respects dependent upon the facts that will exist, and procedures that
will be accomplished by the Company later in the year.
These condensed consolidated unaudited financial statements reflect
all adjustments, including normal recurring adjustments which, in the
opinion of management, are necessary to present fairly the
consolidated operations and cash flows for the periods presented.
On December 15, 1997, Snelling was incorporated under the laws of
Colorado. Snelling's primary purpose was to engage in the travel
business, specializing in adventure travel within the United States,
Canada, Mexico and the Caribbean.
During August 1999, Snelling filed a registration statement with the
U. S. Securities and Exchange Commission on Form 10-SB, thereby
registering its common stock under the Securities Exchange Act of
1934, as amended.
On July 29, 2002, Snelling had a 1:100 reverse stock split reducing
the number of issued and outstanding shares 43,782,752 to 442,248.
On August 1, 2002 Snelling 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., a California corporation ("Global"). Pursuant to
the Share Exchange Agreement, Global exchanged one hundred percent
(100%) of its issued and outstanding shares for twenty six million
(26,000,000) shares of Snelling, with Snelling as the surviving
corporation. Global as a result became a wholly-owned subsidiary of
Snelling. The transaction was completed on August 15, 2002.
F-6
GLOBAL VISION HOLDINGS, INC.
(FORMERLY SNELLING TRAVEL, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2002 AND 2001
NOTE 1- ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
--------------------------------------
Global was formed in January 1999 as a California corporation. Global
is a "3rd generation" Internet technology company with two software
systems that can help companies doing business over the Internet with
its two software products: the Silverado Intelligent Web Site
Development System; and 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.
Global is still in the final phases of developing their product and
therefore is considered a development stage company. Management is of
the belief that revenues will be generated form their software
packages early next year.
Additionally, on August 30, 2002 as a result of the Share Exchange
Agreement, the registrant, Snelling Travel, Inc. has changed its name
to Global Vision Holdings, Inc. All matters of the share exchange,
including the name change was approved by the shareholders of
Snelling.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Principles of Consolidation
---------------------------
The condensed consolidated financial statements include the accounts
of the Company and all of its wholly owned subsidiary. All significant
intercompany accounts and transactions have been eliminated in
consolidation.
Development Stage Company
-------------------------
The Company is a development stage company. The Company is devoting
substantially all of its efforts in enhancing its computer software
packages for its new business venture, Global Vision, Inc. Global is a
"3rd generation" Internet technology company with two software systems
that can help companies do business over the Internet.
F-7
GLOBAL VISION HOLDINGS, INC.
(FORMERLY SNELLING TRAVEL, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2002 AND 2001
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
------------------------------------------
Use of 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 and liabilities and disclosures of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Revenue and Cost Recognition
----------------------------
Revenue, when generated, will be recorded on the accrual basis, when
earned. The Company upon the combination of Global is anticipating
earning revenue in the early part of next year.
Cost is recorded on the accrual basis as well, when the services are
incurred rather than paid for.
Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid debt instruments and other
short-term investments with an initial maturity of three months or
less to be cash equivalents.
The Company maintains cash and cash equivalent balances at several
financial institutions which are insured by the Federal Deposit
Insurance Corporation up to $100,000.
Income Taxes
------------
The income tax benefit is computed on the pretax loss based on the
current tax law. Deferred income taxes are recognized for the tax
consequences in future years of differences between the tax basis of
assets and liabilities and their financial reporting amounts at each
year-end based on enacted tax laws and statutory tax rates. The
Company has recorded $35,000 for potential payments for returns to be
amended for prior years.
F-8
GLOBAL VISION HOLDINGS, INC.
(FORMERLY SNELLING TRAVEL, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2002 AND 2001
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
------------------------------------------
Earnings (Loss) Per Share of Common Stock
-----------------------------------------
Historical net income (loss) per common share is computed using the
weighted average number of common shares outstanding. Diluted earnings
per share (EPS) includes additional dilution from common stock
equivalents, such as stock issuable pursuant to the exercise of stock
options and warrants. Common stock equivalents were not included in
the computation of diluted earnings per share when the Company
reported a loss because to do so would be antidilutive for periods
presented.
The following is a reconciliation of the computation for basic and
diluted EPS:
September 30, September 30,
2002 2001
----------- -------------
Net Loss ($ 2,273,267) ($19,850)
Weighted-average common shares
outstanding (Basic) 39,146,077 44,225,000
Weighted-average common stock equivalents:
Stock options -- --
Warrants -- --
Weighted-average common shares
outstanding (Diluted) 39,146,077 44,225,000
Options and warrants outstanding to purchase stock were not included
in the computation of diluted EPS because inclusion would have been
antidilutive.
Software Development Costs
--------------------------
Software development costs are accounted for in accordance with
Statement of Position 98-1, "Software Developed or Obtained for
Internal Use". Costs incurred in a preliminary project stage are
expensed as incurred. External direct costs, payroll and payroll
related costs for those directly involved with a project and interest
costs in accordance with the provisions of Statement of Financial
Accounting Standards (SFAS) No. 34, "Capitalization of Interest Cost",
are capitalized during the application development stage. Costs
incurred during the post-implementation/operation stage are expensed
as incurred.
F-9
GLOBAL VISION HOLDINGS, INC.
(FORMERLY SNELLING TRAVEL, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2002 AND 2001
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
------------------------------------------
Fair Value of Financial Instruments
-----------------------------------
The carrying amount reported in the condensed balance sheets for cash
and cash equivalents and accounts payable and accrued expenses
approximate fair value because of the immediate or short-term maturity
of these financial instruments.
Reclassifications
-----------------
Certain amounts for the nine months ended September 30, 2001 have been
reclassified to conform with the presentation of the September 30,
2002 amounts. The reclassifications have no effect on net income for
the nine months ended September 30, 2001.
Recent Accounting Pronouncements
--------------------------------
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities".
SFAS No. 133 requires companies to recognize all derivative contracts
as either assets or liabilities in the balance sheet and to measure
them at fair value. If certain conditions are met, a derivative may be
specifically designated as a hedge, the objective of which is to match
the timing of the gain or loss recognition on the hedging derivative
with the recognition of (i) the changes in the fair value of the
hedged asset or liability that are attributable to the hedged risk or
(ii) the earnings effect of the hedged forecasted transaction. For a
derivative not designated as a hedging instrument, the gain or loss is
recognized in income in the period of change. On June 30, 1999, the
FASB issued SFAS No. 137, "Accounting for Derivative Instruments and
Hedging Activities - Deferral of the Effective Date of FASB Statement
No. 133". SFAS No. 133 as amended by SFAS No. 137 is effective for all
fiscal quarters of fiscal years beginning after June 15, 2000. In June
2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities". SFAS No. 133 as amended
by SFAS No. 137 and 138 is effective for all fiscal quarters of fiscal
years beginning after June 15, 2000. The Company has not entered into
hedging activities.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements." SAB 101 provides guidance for revenue recognition under
certain circumstances, and is effective during the first quarter of
fiscal year 2001. SAB 101 is not expected to have a material effect on
our consolidated results of operations, financial position and cash
flows.
F-10
GLOBAL VISION HOLDINGS, INC.
(FORMERLY SNELLING TRAVEL, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2002 AND 2001
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
------------------------------------------
Recent Accounting Pronouncements (Continued)
--------------------------------------------
On March 16, 2000, the Emerging Issues Task Force issued EITF 99-19
"Recording Revenue as a Principal versus Net as an Agent" which
addresses the issue of how and when revenues should be recognized on a
Gross or Net method as the title implies. The emerging Issues Task
Force has not reached a consensus but sites SEC Staff Accounting
Bulletin 101. EITF 99-19 does not affect our consolidated financial
statements.
On July 20, 2000, the Emerging Issues Task Force issued EITF 00-14
"Accounting For Certain Sales Incentives" which establishes accounting
and reporting requirements for sales incentives such as discounts,
coupons, rebates and free products or services. Generally, reductions
in or refunds of a selling price should be classified as a reduction
in revenue. For SEC registrants, the implementation date is the
beginning of the fourth quarter after the registrant's fiscal year end
December 15, 1999. EITF 00-14 does not affect our consolidated
financial statements.
In June 2001, the FASB issued Statement No. 142 "Goodwill and Other
Intangible Assets". This Statement addresses financial accounting and
reporting for acquired goodwill and other intangible assets and
supersedes APB Opinion No. 17, Intangible Assets. It addresses how
intangible assets that are acquired individually or with a group of
other assets (but not those acquired in a business combination) should
be accounted for in financial statements upon their acquisition. This
Statement also addresses how goodwill and other intangible assets
should be accounted for after they have been initially recognized in
the financial statements. This statement has been considered when
determining impairment of goodwill in certain transactions.
NOTE 3- RELATED PARTY TRANSACTIONS
--------------------------
The Company has non-interest bearing amounts due to/from officers. At
September 30, 2002, the amount outstanding to the officers is $28,836.
This amount is anticipated to be paid back during the fiscal year.
NOTE 4- STOCKHOLDERS' (DEFICIT)
-----------------------
The Company as of September 30, 2002, has 100,000,000 shares of common
stock authorized and 32,442,248 issued and outstanding. The par value
of the Company's common stock is $.001.
F-11
GLOBAL VISION HOLDINGS, INC.
(FORMERLY SNELLING TRAVEL, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2002 AND 2001
NOTE 4- STOCKHOLDERS' (DEFICIT) (CONTINUED)
-----------------------
In December 1999, the Board of Directors authorized a twenty-nine for
one stock split of Snelling's common stock.
On July 29, 2002, the Board of Directors authorized a reverse one for
one-hundred stock split of Snelling's common stock.
On August 15, 2002, the Company registered 6,000,000 shares of S-8
stock, which were issued as compensation and consulting expenses to
various consultants and employees in conjunction with the Share
Exchange Agreement. The fair value of the 6,000,000 shares of common
stock was $0.37 per share as determined by the value the shares were
currently being traded at. This value, $2,220,000 was charged to
expense in the quarter ended September 30, 2002.
Snelling exchanged 20,000,000 shares of common stock for 26,000,000
shares of Global as part of the Share Exchange Agreement effective
August 15, 2002.
NOTE 5- GOING CONCERN
As shown in the accompanying condensed consolidated financial
statements, the Company has incurred net losses since inception and is
in the development stage and has not recorded revenues. Management is
confident that the merger of Global will result in profitability for
the Company, however, there is no guarantee whether the Company will
be able to complete transactions and generate enough revenue and/or
raise capital to support those operations. This raises substantial
doubt about the Company's ability to continue as a going concern.
The condensed consolidated financial statements do not include any
adjustments that might result from the outcome of these uncertainties.
F-12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Introduction
The following discussion and analysis highlights the financial position of
Global Vision Holdings, Inc. ("us" or the "Company") at September 30, 2002 and
compared to year end December 31, 2001 and plan of operations for the three
month periods ended September, 2002 and 2001, and the period from inception to
September 30, 2002. This discussion and analysis should be read in conjunction
with the financial statements and discussion and analysis contained in our
Annual Report on Form 10-KSB for the year ended December 31, 2001. Financial
information contained in this report is condensed and un-audited.
Certain statements contained herein and subsequent oral statements may
contain "forward looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements are
identified by words such as "intends," "anticipates," "hopes," and "expects,"
among others, and include, without limitation, statements regarding the
Company's plan of business operations, anticipated revenues, related
expenditures and the results of any business transactions. Factors that could
cause actual results to differ materially include, among others, the following:
acceptability of the Company's services in the retail market place, general
economic conditions, political and economic conditions in the United States and
abroad and decisions of third parties. Most of these factors are outside the
control of the Company. Investors are cautioned not to put undue reliance on
forward-looking statements. Except as otherwise required by applicable
securities statutes or regulations, the Company disclaims any intent or
obligation to update publicly these forward looking statements, whether as a
result of new information, future events or otherwise.
Plan of Operation
At September 30, 2002, the Company remained in the development stage,
having no revenue from operations. Receipt of revenue by the Company is
dependent on the success of its marketing efforts. In May 2002, prior to the
merger, Global had signed a Letter of Intent with AIC, Inc., a Virginia-based
financial services provider, to create business software applications to support
the marketing activities of AIC and its marketing partners.
AIC provides insurance, investment, and financial services to banks and their
customers and has marketing agreements with several financial groups
representing several hundred small to medium sized banks located throughout the
east coast and the Southeast. AIC stated its partner banks seek a Web-based
marketing distribution network that integrates insurance and investment
processes with its existing banking operations for them to operate more
effectively, and help compete with big banks for market share.
13
The Company expects a contract with AIC to be executed in the forth quarter of
2002. Once the contract is consummated, the Company is expected to create
database connected Internet and intranet Web sites to assist the marketing and
sales activities of the banks. The Company will then be able to derive
transaction fees as well as monthly subscription-based service fees from the
bank employees and broker/dealer agents using the network applications. AIC and
the Company expect to finalize the contract in the fourth quarter of 2002.
The Company believes subscription-based service fee revenue model is a viable
approach for the Company's near term and longer-term profitability and revenue
growth. Therefore, the Company places its utmost priority in the successful
closure of the joint venture with AIC and the subsequent implementation of the
marketing distribution network for the banks.
In the fourth quarter of 2002, another important Company objective is to start
the building of a strong and effective management team for the day-to-day
administration and operation of the Company. The Company will also start to
expand its marketing effort of offering Internet and intranet-based marketing
and sales applications to small businesses in different vertical markets.
On a longer-term and lesser priority than short-term revenue generation basis,
the Company, through Global of California, had earlier acquired the marketing
rights to a SMMC (Secure Multi-Media Card) technology developed by Nippon
Columbia (a Hitachi company) on behalf of an alliance of major Japanese
electronics manufacturers. The Company, in the foreseeable future, intends to
spent effort and continue the plans of fusing banking and wireless by
conceptualizing and developing joint ventures on a range of systems that utilize
the SMMC chip.
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Global Vision Holdings, Inc.
Date November 19, 2002
-----------------
By: /s/ Jack Chang
----------------------
Jack Chang, President
and Director
15
CERTIFICATION
I, Jack Chang, Chief Executive Officer and Chief Financial Officer, certify
that:
1. I have reviewed this quarterly report on Form 10-QSB of Global Vision
Holdings, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of circumstances under which such statements were
made, not misleading with respect to the period covered by this quarterly
report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.
4. The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Company and have:
a) designed such disclosure controls and procedures to ensure that
Material information relating to the Company, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the Company's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Company's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Company's auditors and the audit committee of
Company's board of directors (or persons performing the equivalent functions);
16
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record,
process, summarize and report financial data and have identified for the
Company's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company's internal
controls; and
6. The Company's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated: November 19, 2002 /s/ Jack Chang
---------------------------------------
Jack Chang, Chief Executive Officer
and Chief Financial Officer
17