================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VISION GLOBAL SOLUTIONS INC.
(Exact name of registrant as specified in its charter)
NEVADA 1040 Applied For
(State of Incorporation) (Primary Standard (IRS Employer ID No.)
Classification Code)
455 NOTRE DAME STREET EAST MONTREAL, QUEBEC, CANADA H2Y 1C9
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (514) 846-1166
--------------
CONSULTANT AGREEMENT WITH MARTIN SCOTT
LEGAL RETAINER WITH JOSEPH I. EMAS
(Full title of the plan)
Copies of all communications, including all communications sent to the agent
for service, should be sent to:
Joseph I. Emas, Attorney at Law
1224 Washington Avenue
Miami Beach, Florida 33139
Telephone: 305.531.1174
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE FEE
Common Stock 220,000(1) $0.33(1) $72,600 (2) $10.00 (2)
(1) We are registering an aggregate of up to 220,000 of our common shares,
consisting of 70,000 shares of our common stock that we issued to Martin Scott
and 150,000 shares of our common stock that we issued to Joseph I. Emas pursuant
to written agreements with each of them.
(2) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of calculating the
registration fee, based on the average of the bid and asked price ($0.36 bid;
$0.36 ask) of the common stock of Vision Global Solutions, Inc. as reported on
the National Association of Securities Dealers Inc.'s OTC Bulletin Board on
October 26, 2005.
-2-
EXPLANATORY NOTE
We prepared this registration statement in accordance with the requirements of
Form S-8 under the Securities Act of 1933, to register an aggregate of 220,000
shares of our common stock consisting of 70,000 shares of our common stock that
we issued to Martin Scott and 150,000 shares of our common stock that we issued
to Joseph I. Emas pursuant to written agreements with each of them. The purpose
of the stock compensation agreement is to secure for our company and Messrs.
Scott and Emas, our independent contractors, the benefits arising from capital
stock ownership by such consultants to our company who have contributed to our
company in the past and who are expected to contribute to our company's future
growth and success.
Under cover of this registration statement on Form S-8 is our reoffer prospectus
prepared in accordance with Part I of Form S-3 under the Securities Act of 1933,
as amended. The reoffer prospectus has been included in this registration
statement on Form S-8 so that the selling security holders may resell up to
220,000 shares of our common stock. Accordingly, we have included the names of
these selling security holders, and the nature and number of the securities to
be issued to and reoffered by them, in the reoffer prospectus.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
We will send or give the documents containing the information specified in Part
I of Form S-8 to Messrs. Gomez and Bigelow. A copy of the consultant agreements
are attached as Exhibit 4.1 and Exhibit 4.2 to this Form S-8.
This registration statement relates to a maximum of 220,000 common shares in the
capital of Vision Global Solutions, Inc. issuable pursuant to their written
consultant agreements with our Company.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
We will provide, without charge, to each person to whom a copy of this 10(a)
prospectus is delivered, upon oral or written request, a copy of any or all
documents incorporated by reference in Item 3 of Part II of this registration
statement (which documents are incorporated by reference in the 10(a)
prospectus). Requests should be directed to the President, Vision Global
Solutions, Inc., 455 Notre Dame Street East Montreal, Quebec, Canada H2Y 1C9.
Our telephone number is (514) 846-1166.
REOFFER PROSPECTUS
The date of this Reoffer Prospectus is November 1, 2005
Vision Global Solutions, Inc.,
455 Notre Dame Street East
Montreal, Quebec, Canada H2Y 1C9
220,000 Shares of Common Stock
This reoffer prospectus relates to a maximum of 220,000 shares of our common
stock which may be offered and resold from time to time by the selling security
holders identified in this reoffer prospectus. We anticipate that the selling
security holders will offer shares for sale at prevailing prices on the OTC
Bulletin Board on the date of sale. We will not receive any part of the proceeds
from sales made under this reoffer prospectus. The selling security holders will
bear all sales commissions and similar expenses and will pay all of the costs
associated with the filing of this registration statement.
The selling security holders and any brokers selling orders on their behalf may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended, in which event commissions received by such brokers may be deemed to
be underwriting commissions under the Securities Act of 1933.
Our common shares are quoted on the OTC Bulletin Board under the trading symbol
"VIGS". On October 26, 2005, the last reported closing price for our common
stock was $0.31 on the OTC Bulletin Board.
Our principal executive offices are located 455 Notre Dame Street East Montreal,
Quebec, Canada H2Y 1C9. Our telephone number is (514) 846-1166.
As of July 19, 2005, when we filed our report on Form 10-QSB, for the quarter
ended June 30, 2005, there were 62,473,885 shares of the our common stock,
$0.001, issued and outstanding.
THE COMMON SHARES OFFERED PURSUANT TO THIS REGISTRATION STATEMENT INVOLVE A HIGH
DEGREE OF RISK. FOR MORE INFORMATION, PLEASE SEE THE SECTION OF THIS REOFFER
PROSPECTUS TITLED "RISK FACTORS" BEGINNING ON PAGE 7.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE.
TABLE OF CONTENTS
PAGE NUMBER
PROSPECTUS SUMMARY 6
OUR BUSINESS 6
RISK FACTORS 6
USE OF PROCEEDS 10
DETERMINATION OF OFFERING PRICE 11
DILUTION 11
SELLING SECURITY HOLDERS 11
PLAN OF DISTRIBUTION 12
INTERESTS OF NAMED EXPERTS AND COUNSEL 13
MATERIAL CHANGES 14
INCORPORATION OF DOCUMENTS BY REFERENCE 14
AVAILABLE INFORMATION 14
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information appearing elsewhere in this reoffer prospectus. Consequently, this
summary does not contain all of the information that you should consider before
investing in our common stock. You should carefully read the entire reoffer
prospectus, including the "Risk Factors" section appearing at page 7, and the
documents and information incorporated by reference into this reoffer
prospectus.
This reoffer prospectus relates to a maximum of 220,000 shares of our common
stock which may be offered and resold from time to time by the selling security
holders identified in this reoffer prospectus. It is anticipated that the
selling security holders will offer shares for sale at prevailing prices on the
OTC Bulletin Board on the date of sale. We will not receive any proceeds from
the sales of common stock by the selling security holders under this reoffer
prospectus. The selling security holders will pay for the cost of all sales
commissions and similar expenses. We will pay for all of the costs associated
with the filing of this registration statement.
Our principal executive offices are located at 455 Notre Dame Street East
Montreal, Quebec, Canada H2Y 1C9. Our telephone number is (514) 846-1166.
OUR BUSINESS
History and Development of Vision Global Solutions, Inc.
Outer Edge Holdings, Inc.
Outer Edge Holdings, Inc. ("Outer Edge") was incorporated under laws of the
Province of Ontario. Outer Edge was incorporated 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.
Immediately prior to the amalgamations discussed below, Outer Edge did not
conduct any business other than owing certain debts to 1397629 Ontario Inc.
1397629 Ontario Inc. was incorporated under the laws of the Province of Ontario
as a private company according to the laws of that jurisdiction. 1397629 Ontario
was incorporated on September 9, 1999. Immediately prior to the amalgamations
discussed below, 1397629 Ontario did not carry on any active business other than
holding certain debts owed by Outer Edge.
Outer Edge Holdings Inc., 1397629 Ontario Inc. and Vision Ontario Inc.
negotiated the amalgamation transaction which was formalized by three separate
agreements between the parties:
1. a Pre-amalgamation agreement;
2. a Stage 1 Amalgamation agreement; and
3. a Stage 2 Amalgamation agreement.
Pursuant to the Stage 1 amalgamation agreement, Outer Edge Holdings Inc. and
1397629 Ontario Inc. amalgamated on December 13, 2000 to form OEHI Capital Inc.
The Stage 1 amalgamation negotiations between Outer Edge Holdings Inc. and
1397629 Ontario Inc. were at arm's length. There were no common officers,
directors or principals between the two parties.
Pursuant to the Stage 2 amalgamation agreement, OEHI Capital Inc. and Vision
Ontario Inc. amalgamated on December 20, 2000 to form Vision Global Solutions
Inc., the registrant.
The Stage 2 amalgamation negotiations between OEHI Capital Inc. and Vision
Ontario Inc. were at arm's length. There were no common officers, directors or
principals between the two parties.
Vision Ontario, Inc. and the Vision Group
Vision Ontario Inc. was incorporated under the laws of the Province of Ontario
by articles of incorporation dated October 10, 2000. Vision Ontario holds all of
the issued and outstanding securities of A.R.T.I. Vision Inc., a private
(Canadian) federal corporation ("A.R.T.I. Vision"), and Vision/R4 Corporation, a
private (Canadian) federal corporation ("Vision R/4") (collectively referred to
as the "Vision Group").
The Vision Group consists of two related companies, operating together. A.R.T.I.
Vision was incorporated in 1993 to develop activity based management software.
In 1996, Vision R/4 was incorporated to handle the marketing of software
developed by A.R.T.I. Vision. Specifically, Vision R/4 markets data management
software and provides related services. Prior to being acquired by Vision
Ontario, both companies were wholly owned subsidiaries of Gestion Jean-Paul
Oullette, Inc., which supplied significant financing via loans and share
capital.
In November 2003, we changed our incorporation domicile from Ontario Canada to
Nevada.
Vision Global Solutions Inc. as a Nevada corporation was formed on November 20,
2003 and the formal transition occurred subsequent to the March 31, 2004 year
end.
Vision's Global Solutions Inc. principal executive offices are located at 455
Notre-Dame east, Montreal Quebec, Canada, H2Y 1C9; telephone 514-848-166. The
corporation's duly appointed resident agent in the State of Nevada upon whom
process can be served is Corporate Creations, 941 Fourth Street, Miami Beach,
Fl. 33139. Vision Global Solutions Inc. (the Nevada corporation) was formed
further to an application for Continuance of Vision Global Solutions Inc., an
Ontario Corporation.
THE PRODUCTS
Vision Global is marketing, under the name Apogee, an integrated accounting and
management software that allows companies to apply an activity-based management
solution, a common sense systematic method of planning, controlling and
improving labor and overhead expenses, to their businesses-management models. In
applying activity-based management, the operations of a business are divided
into Processes, which are made up of Activities, which are made up of Tasks.
Typical Activities include: product design, sales calls, order taking,
establishing supplier relationships, purchasing, receiving, setting up
production machinery, manufacturing parts, assembling orders, shipping, billing,
collecting receivables and paying bills. The performance of each Activity
consumes Resources (e.g. humans, material and/or financial) that are recorded as
costs in the firm's accounts. Vision Global's Activity-Based Management solution
facilitates the integration of such activities within the company's overall
strategy, while simultaneously allowing the business to collect information with
respect to time and cost concerns.
Vision Global his marketing activity-based management software solutions. These
solutions have already been tested, debugged and installed on several client
sites including: The Commissionaires of Canada (Ottawa, Vancouver, Toronto,
Kingston, Victoria, NewFoundland, Calgary, Saskatoon, Montreal, Regina and New
Brunswick); the ADGA Group in Ottawa, a civil engineering consulting firm; CNS
Group in Stamford, Connecticut, USA, La Federation des Caisses populaires
Desjardins (a banking institution in Quebec); Fairfax Financial Holdings
(insurance industry); Sequoia Insurance Company (in Monterey California); the
Quebec Museum, in Quebec, Canada; and the Saskatchewan Government Insurance in
Canada; Exhibition Place, City of Toronto, just to mention a few.
Vision Global's Apogee is divided into families of products addressing the
following requirements: financial management and accounting; project accounting
and control; distribution logistics, EDI; manufacturing; and business
intelligence, consisting of a total of 23 modules, which are priced according to
the number of concurrent users per module.
SALES & MARKETING
Presently, Vision Global's sales and marketing department is under the direct
supervision of Jean-Paul Ouellette, President. Mr. Ouellette also oversees all
aspects touching on distributors in the United Kingdom, Vancouver, Africa and
Montreal. Vision Global promotes and markets its management software solution at
various trade shows held across the world, by holding conferences and
advertising in various trade magazines and through its telemarketing department.
Sales leads come from a variety of sources such as Web Sites, Progress
Conferences, Progress dealers, Profile Magazine, CMA/CPA Magazine, Industry
conferences and dealerships.
SOFTWARE DEVELOPMENT
The Software was developed in Progress Software's Application Development
Environment, mainly Version 9.1. Progress is a fourth generation language that
provides application logic, database management and user-interface management.
The integration of the Progress' Application Development Environment with the
activities based management model, allows users to engage certain universal
functions of the Software, which enable them to more efficiently manage their
business. Among others, these features include: the "Navigator," which is the
main desktop screen; a "Maintenance" tool which organizes relevant data in
logical groupings; an "Enquiry" function which displays data to users; and a
Transactional system which serves as the focal point for data entry and reports.
In addition to those functions set forth above, the basic make-up of the Apogee
Software also assists the user in more easily navigating the product and its
many features. These aids include: definable tool bars; dynamic field
customizations; multilingual capability currently English and French; messaging
and e-mail integration; the ability to add annotations and memos; hierarchical
security; integrated audit trails; system agents; and links to Microsoft Office
suite.
Currently, the Apogee Software Solution uses the Progress database and runs on
any Windows Version, UNIX and Linux. However, a new version is under development
for the Microsoft SQL server; and one for Progress V.10; which management
believes should be available by late 2005.
TARGET MARKETS
Vision Global is geared towards businesses with sales of between USD $250
million and USD $1 billion. Because such organizations typically have undersized
information technology groups to handle complex installations, such
organizations generally prefer to purchase software packages that efficiently
perform specific tasks.
While Vision Global does not consider them to be the company's primary market,
smaller companies, with sales of USD $250 million, represent the largest
opportunity for Vision Global. The Apogee Software Solution is easy to customize
and less expensive than a conventional resources planning installation, which
tends to focus on the creation of a culture or environment that will meet the
client's needs. While conventional planning installation focuses on a board
culture, Vision Global focuses on the creation of specific software solutions in
order to meet client needs, resulting in a more focused plan, which is generally
less expensive than the alternative. Smaller companies also tend to expend
significant resources on hiring outside consulting firms to implement their
installations, an additional cost easily avoided through the use of our easy to
implement, specific software solutions.
Vision Global also expects success in another important market-service
organizations that are event and/or project driven. Project driven firms include
those in engineering, consulting, outsourcing and advertising. Examples of event
driven organizations are cultural groups, conference centers, museums and sports
stadiums.
COMPETITION
The activity based management and Application Development Environment markets
are highly competitive with many existing companies offering some or all of the
services offered by Vision Global, and with many new competitors expected to
enter the industry as it grows. However, Vision Global's management believes
that most competitors are targeting the larger business enterprise markets.
Vision Global's management believes that by concentrating on the medium and
small enterprise market, it will be successful in implementing the company's
plan. In the opinion of management, the needs of the medium to small enterprise
market are poorly addressed by most of Vision Global's competitors. The target
market has a large and growing need. Vision Global's experience indicates that
the adoption of emerging activity based management and application development
environment business solutions is accelerating dramatically and is essential to
the small to medium enterprise market segment.
ABC Technologies Inc., Armstrong Laing Group, and Hyperion Solutions Corp. are a
few of our current competitors in the activity based management software market.
However, to Vision Global's knowledge, none of its competitors currently offers
a combination of customized, outsourced activity based management and
application development environment applications for the Progress Software.
Moreover, management is unaware of any such applications specifically designed
to address the needs of the small to medium enterprise market.
MARKETING PLAN
Although there are no commitments, management is still working on a prospective
cash infusion of $1,000,000 USD, which would be used by Vision Global to
increase the effectiveness of several functional departments and to increase the
physical presence of the corporation in the United States, as follows:
1- First of all, to set up an office in Boston to house the US sales
team and corporate functions as it relates to the new US registered
company. The cost for setting up the office and getting the
administrative infrastructure in place would be about $175,000.
2- The company would hire four sales people. Three of which would be
based in the new Boston office for US and international sales and
one in Montreal for Canadian sales. The cost of hiring and training
the sales force and getting the sales plan in place would require a
$200,000 investment.
3- The company plans to refresh the look and feel of the product and
will create new marketing material and collateral to support the
Activity Based Management software. We would develop a new image and
create a leading edge strategy in marketing the product line in both
Canada and the United States. The cost for this project would be
approximately $200,000.
4- Vision Global would dramatically increase its presence in the
marketplace by focusing on trade advertising as well as
representation in selected trade shows. Advertising in trade
publications with heavy US exposure, with a solid story on the
Vision product, would create opportunities for increased sales and
presenting the product to prospective buyers on a show floor would
create a buzz for the product that does not exist today. The cost
for this activity may reach $200,000.
5- The product is solid and is well received in its market niche, but
to meet revenue growth projections, the company must add features
and increase compatibility with other programs, as well as to ensure
maximum flexibility in providing integrated solutions for companies
of all sizes. The cost for this product R&D effort would be about
$225,000.
The company will strive to be as conservative as possible in all of its
expenditures but may increase the money spent on some line items while reducing
the money spent in other areas. In all cases, expenditures will be based on the
need to meet all important company objectives. We expect to present to our
prospective customer base freshened products, better sales coverage, increased
advertising and a new American presence.
To date, the Company has opened a new geographical market. In the past year, the
Company has expanded its geographical market into Africa, which has proved to be
quite successful. Just recently, the company has signed an agreement with the
post office in Zimbabwe called Zimpost for the amount of $420,360.00 USD. The
signing of this contract shall serve in a most positive way as they shall become
the Company's reference point in Africa.
COMPLETION OF MERGER WITH VESMARK INCORPORATED
On September 15, 2005, we completed the acquisition of Vesmark Incorporated, a
Pennsylvania corporation, pursuant to an Agreement and Plan of Merger and
Reorganization, the form of which is attached as Exhibit 2.1 hereto. At the
effective time of the merger, Vesmark Incorporated will be merged with and into
our wholly owned subsidiary, Vision Acquisition Corp., a Florida corporation.
Subject to and upon the terms and conditions of the Agreement and Plan of Merger
and Reorganization, Vesmark Incorporated will, upon fulfillment of all
conditions precedent to the Merger and the filing of the Certificate of Merger
contemplated by the General Corporation Law of the State of Pennsylvania (the
"Effective Date"), merge with and into Vision Acquisition Corp., and thereafter
the separate existence of Vesmark Incorporated will cease. Vision Acquisition
Corp. will be dissolved and merge into Vision. As of the Effective Date, Vision
Global Solutions, Inc. shall succeed to all of the rights, privileges, powers
and property, including, without limitation, all rights, privileges, franchises,
patents, trademarks, licenses, registrations, bank accounts, contracts, patents,
copyrights and other assets of every kind and description of Vesmark
Incorporated, and Vision Global Solutions, Inc. shall assume all of the
obligations and liabilities of Vesmark Incorporated, excepting and excluding,
the rights of Vesmark Incorporated arising out of the Agreement and Plan of
Merger and Reorganization. The Merger will occur in accordance with the General
Corporation Law of the Commonwealth of Pennsylvania.
At the effective time of the Merger, each of the 1,836,904.70 shares of Vesmark
Incorporated Common Stock outstanding immediately prior to the Effective Date
the "Converting Common Shares") shall be converted into the right to receive:
(1) that number of shares of Vision Common Stock determined by dividing
the Fifteen million (15,000,000) by the aggregate number of Converting Common
Shares; and
(2) that number of shares of Vision Preferred Stock determined by dividing
the Five million (5,000,000) by the aggregate number of Converting Common
Shares; and
(3) that number of Warrants determined by dividing the Twenty million
(20,000,000) by the aggregate number of Converting Common Shares.
RISK FACTORS
An investment in our common stock involves a number of very significant risks.
You should carefully consider the following risks and uncertainties in addition
to other information in this reoffer prospectus in evaluating our company and
its business before purchasing shares of our company's common stock. Our
business, operating results and financial condition could be seriously harmed
due to any of these risks. Also, the risks described below are not the only ones
facing our company. Additional risks not presently known to us may also impair
our business operations. You could lose all or part of your investment due to
any of these risks.
Much of the information included in this reoffer prospectus includes or is based
upon estimates, projections or other "forward-looking statements". The term
'forward-looking statements' is defined in the Private Securities Litigation
Reform Act of 1995. The term relates to future events or our future financial
performance. In some cases, you can identify forward looking statements by
terminology such as "may", "should", "expects", "plans", "anticipates",
"believes", "estimates", "predicts", "potential" and "continue" or the negative
of these terms or other comparable terminology. These statements are only
predictions and involve known and unknown risks, uncertainties and other
factors, including the risks described in this section, that may cause our or
our industry's actual results, levels of activity, performance or achievements
to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by these forward looking
statements. While these forward-looking statements, and any assumptions upon
which they are based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions,
or other future performance suggested in this prospectus. We undertake no
obligation to update forward-looking statements to reflect events or
circumstances occurring after the date of such statements.
In evaluating us, our business and any investment in our business, readers
should carefully consider the following factors, as well as the risks and
uncertainties discussed in our annual report on Form 10-KSB for our fiscal year
end March 31, 2005, filed with the Securities and Exchange Commission on July
19, 2005.
Risks Related To This Offering
Sales of a substantial number of shares of our common stock into the public
market by any selling stockholders will dilute your interest and may result in
significant downward pressure on the price of our common stock, which could
affect the ability of our stockholders to realize the current trading price of
our common stock. In addition, a decline in the price of our common stock could
affect our ability to raise further working capital and adversely impact our
operations.
Sales of a substantial number of shares of our common stock in the public market
could cause a reduction in the market price of our common stock. When this
registration statement becomes effective, the selling stockholders may be
reselling up to 220,000 shares of our common stock. As a result, a substantial
number of our shares of common stock may be available for resale subject to any
restrictions contained in individual lock-up agreements, which could have an
adverse effect on the price of our common stock. The issuance of any such shares
may also result in a reduction of the book value of the outstanding shares of
our common stock, as well as a reduction in the proportionate ownership and
voting power of all other stockholders.
Any significant downward pressure on the price of our common stock as the
selling stockholders sell the shares of our common stock could encourage short
sales by the selling stockholders or others. Any such short sales could place
further downward pressure on the price of our common stock.
A prolonged decline in the price of our common stock could have a negative
impact on our ability to raise capital. Because our operations have been
primarily financed through the sale of equity securities, a decline in the price
of our common stock could be especially detrimental to our liquidity and our
continued operations. Any reduction in our ability to raise equity capital in
the future could force us to reallocate funds from other planned uses and have a
significant negative effect on our business plans and operations, including our
ability to develop new products, continue our current operations and meet our
obligations as and when they come due.
Trading on the OTC Bulletin Board may be volatile and sporadic, which could
depress the market price of our common stock and make it difficult for our
stockholders to resell their shares.
Our common stock is quoted on the OTC Bulletin Board service of the National
Association of Securities Dealers. Trading in stock quoted on the OTC Bulletin
Board is often thin and characterized by wide fluctuations in trading prices,
due to many factors that may have little to do with the company's operations or
business prospects. This volatility could depress the market price of our common
stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin
Board is not a stock exchange, and trading of securities on the OTC Bulletin
Board is often more sporadic than the trading of securities listed on a
quotation system like Nasdaq or a stock exchange like Amex. Accordingly, you may
have difficulty reselling any of the shares you purchase from the selling
stockholders.
Trading of our stock may be restricted by the SEC's penny stock regulations,
which may limit a stockholder's ability to buy and sell our stock.
The Securities and Exchange Commission has adopted regulations which generally
define "penny stock" to be any equity security that has a market price (as
defined) less than $5.00 per share or an exercise price of less than $5.00 per
share, subject to certain exceptions. Our securities are covered by the penny
stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
"accredited investors". The term "accredited investor" refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the SEC which
provides information about penny stocks and the nature and level of risks in the
penny stock market. The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly account
statements showing the market value of each penny stock held in the customer's
account. The bid and offer quotations, and the broker-dealer and salesperson
compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing
before or with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
these rules, the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.
NASD sales practice requirements may also limit a stockholder's ability to buy
and sell our stock.
In addition to the "penny stock" rules described above, the NASD (National
Association of Securities Dealers Inc.) has adopted rules that require that in
recommending an investment to a customer, a broker-dealer must have reasonable
grounds for believing that the investment is suitable for that customer. Prior
to recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information
about the customer's financial status, tax status, investment objectives and
other information. Under interpretations of these rules, the NASD believes that
there is a high probability that speculative low priced securities will not be
suitable for at least some customers. The NASD requirements make it more
difficult for broker-dealers to recommend that their customers buy our common
stock, which may limit your ability to buy and sell our stock and have an
adverse effect on the market for its shares.
Risks Related To Our Business
A decline in the price of our common stock could affect our ability to raise
further working capital and adversely impact our operations.
A prolonged decline in the price of our common stock could result in a reduction
in the liquidity of our common stock and a reduction in our ability to raise
capital. Because our operations have been primarily financed through the sale of
equity securities, a decline in the price of our common stock could be
especially detrimental to our liquidity and our continued operations. Any
reduction in our ability to raise equity capital in the future would force us to
reallocate funds from other planned uses and would have a significant negative
effect on our business plans and operations, including our ability to develop
new products and continue our current operations. If the stock price declines,
there can be no assurance that we can raise additional capital or generate funds
from operations sufficient to meet our obligations.
If we issue additional shares in the future this may result in dilution to our
existing stockholders.
Our Amended Articles of Incorporation authorizes the issuance of 200,000,000
shares of common stock and 5,000,000 shares of preferred stock. Our board of
directors has the authority to issue additional shares up to the authorized
capital stated in the articles of incorporation. Our board of directors may
choose to issue some or all of such shares to acquire one or more businesses or
to provide additional financing in the future. The issuance of any such shares
may result in a reduction of the book value or market price of the outstanding
shares of our common stock. It will also cause a reduction in the proportionate
ownership and voting power of all other stockholders. Further, any such issuance
may result in a change of control of our corporation.
We operate in a Competitive Business Environment.
The market in which Vision Global operates is highly competitive in the United
States, and is expected to become increasingly competitive in Canada, as
existing companies expand their operations and new competitors enter the market.
Present and potential competitors of Vision Global include participants from a
variety of market segments, including systems consulting and implementation
firms, application software firms, service groups of computer equipment
companies, facilities managements companies, general management consulting
firms, web hosting and internet service companies, Internet service providers
and network application hosting providers. Many of these competitors have
significantly greater financial, technical and marketing resources and greater
name recognition than Vision Global. Increased competition from current and
future competitors could result in price reductions, reduced margins or loss of
market share for Vision Global. Any of these factors could materially adversely
affect the business, revenues, operating results and financial condition of
Vision Global. There can be no assurance that Vision Global will compete
successfully with its existing competitors or with any future competitors.
We have Risks Associated with Rapid Software Development
The markets in which Vision Global competes are characterized by rapidly
changing accounting and management software technology, evolving industry
standards, introductions and enhancements, and changing customer demands. These
characteristics are exacerbated by the rapid growth of the Internet, the
continued growth in the use of commercial accounting and management software
applications and the competition in the software industry. To be successful,
Vision Global must adapt to the rapidly changing software applications market by
continuing to improve the performance, features and reliability of its software
product and its services. Failure by Vision Global to adapt to changes in the
accounting and management software market can have a material adverse affect on
its business, operating results and financial condition.
We have Online Commerce Security Risks.
To the extent that Vision Global intends to rely on the Internet to provide or
market products or services, there will be a need for secure transmission of
confidential information. Web usage could decline if any well-publicized
compromise of security occurs. Despite the design and implementation of a
variety of network security measures, unauthorized access, computer viruses,
accidental or intentional actions and other disruptions could occur. Vision
Global has installed a firewall whereby outsiders are prevented from accessing
the company's private data resources and Vision is able to control what outside
resources its own users have access to. In the future, Vision Global could incur
significant costs to protect against the threat of security breaches or to
alleviate problems caused by such breaches. If a third person were able to
misappropriate information or credit card information, Vision Global could be
subject to claims, litigation or other potential liabilities.
We are Dependent on the Web Infrastructure.
If the use of Internet continues to grow, its infrastructure may not be able to
support the demands placed on it by such growth and its performance or
reliability may decline. In addition, web sites have experienced interruptions
in their services as a result of outages and other delays occurring throughout
the Internet network infrastructure. If these outages or delays occur
frequently, use of the Internet as a commercial or business medium could, in the
future, grow more slowly or decline which could adversely affect Vision Global's
business.
There are Risks Associated with Information Disseminated through Vision Global's
Service.
The law relating to the liability of online services companies for information
carried on or disseminated their services is currently unsettled. It is possible
that claims could be made against online services companies under both domestic
and foreign law for defamation, libel, invasion of privacy, negligence,
copyright or trademark infringement, or other theories based on the nature and
content of the materials disseminated through their services. Several private
lawsuits seeking to impose such liability upon other online services companies
are currently pending. In addition, legislation has been proposed that imposes
liability for or prohibits the transmission over the Internet of certain types
of information.
The imposition upon Vision Global and other online service providers of
potential liability for information carried on or disseminated through their
services could require Vision Global to implement measures to reduce its
exposure to such liability, which may require Vision Global to expend
substantial resources and/or to discontinue certain service offerings. In
addition, the increased attention focused upon liability issues as a result of
these lawsuits and legislative proposals could impact the growth of Internet
use. While Vision Global expects to maintain liability insurance in the future,
such insurance may not be adequate to fully compensate Vision Global in the
event it becomes liable for information carried on or disseminated through its
services. Any costs not covered by insurance incurred as a result of such
liability or asserted liability could have a material adverse effect on Vision
Global's business, results of operations and financial condition.
We are Dependent on and must Retain Jean-Paul Ouellette.
Vision Global's future success will depend to a significant extent on the
continued services of senior management and other key personnel, particularly
Jean-Paul Ouellette. If Vision Global loses Mr. Ouellette, it could have a
detrimental effect on Vision Global's business. Vision Global currently
maintains a Key Person life insurance policy in the amount of $2,100,000 CAD
($1,403,086 USD) covering Mr. Ouellette.
Our success is also dependent on our ability to attract, retain and motivate
highly skilled technical and other personnel. While we have been successful in
doing so, there are a limited number of persons who possess the necessary
technical skills, understanding, and competition for their services is intense.
A failure to recruit or retain personnel could have a material adverse effect on
our business, financial condition and results of operations.
We may not be able to Protect and Enforce our Intellectual Property Rights.
Vision Global does not have and patented technology that would prevent
competitors from entering its market. Although Vision Global may seek to protect
its trademarks, copyrights, and other proprietary rights, these actions may be
inadequate to protect them or to prevent others from claiming violations of
their trademarks, copyrights and other proprietary rights of third parties, but
there can be no assurance that third-parties may not in the future claim
infringement by Vision Global with respect to current or future products or
services. Any such claims by third parties could have a material adverse affect
on Vision Global's business, operating results and financial condition.
Vision Global currently licenses, and may in the future license, certain
technologies from third parties, which may subject Vision Global to infringement
actions based upon the technologies licensed from these third parties. Any of
these claims, with or without merit, could subject Vision Global to costly
litigation and divert the attention of its technical and management personnel.
These third party technology licenses may not continue to be available to Vision
Global on commercially reasonable terms. The loss of the ability to use such
technology could require Vision Global to obtain the rights to use substitute
technology, which could be more expensive or offer lower quality, or
performance, and therefore have a material adverse effect on Vision Global's
business, operating results and financial condition.
USE OF PROCEEDS
The shares of common stock that are to be issued by our company to the selling
security holders, are being registered for the benefit of the selling security
holders named in this reoffer prospectus. All proceeds from the resale of these
shares will go to the selling security holders.
DETERMINATION OF OFFERING PRICE
The selling security holders may sell the common shares issued to them from
time-to-time at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions.
DILUTION
Because any selling security holders who offer and sell common shares covered by
this reoffer prospectus may do so at various times, at prices and at terms then
prevailing or at prices related to the then-current market price, or in
negotiated transactions, we have not included in this reoffer prospectus
information about the dilution (if any) to the public arising out of these
sales.
SELLING SECURITY HOLDERS
The following table identifies the selling security holders and indicates (i)
the nature of any material relationship that such selling security holder has
had with us for the past three years, (ii) the number of shares held by the
selling security holders, (iii) the amount to be offered for each selling
security holder's account, and (iv) the number of shares and percentage of
outstanding shares of the common shares in our capital to be owned by each
selling security holder after the sale of the shares offered by them pursuant to
this offering. The selling security holders are not obligated to sell the shares
offered in this reoffer prospectus and may choose not to sell any of the shares
or only a part of the shares that they receive. SEC rules require that we assume
that the selling security holders exercise all of their options and sell all of
the shares offered with this reoffer prospectus.
Under the Securities Exchange Act of 1934, any person engaged in a distribution
of the shares offered by this reoffer prospectus may not simultaneously engage
in market making activities with respect to our common shares during the
applicable "cooling off" periods prior to the commencement of such distribution.
In addition, and without limiting the foregoing, the selling security holders
will be subject to applicable provisions of the Securities Exchange Act of 1934
and the rules and regulations thereunder, which provisions may limit the timing
of purchases and sales of the shares by the selling security holders.
SELLING SECURITY HOLDER NUMBER OF PERCENTAGE OF SHARES
SHARES SHARES BENEFICIALLY OWNED(3)
BENEFICIALLY BEING
OWNED(1) REGISTERED
- ---------------------------------------------------------------------------------------------
BEFORE AFTER
OFFERING OFFERING
- ---------------------------------------------------------------------------------------------
Martin Scott 70,000 70,000 * *
- ---------------------------------------------------------------------------------------------
Joseph I. Emas 150,000 150,000 * *
- ---------------------------------------------------------------------------------------------
*less than 1%.
(1) Represents shares of our common stock beneficially owned by the named
selling stockholder.
(2) Represents shares of our common stock to be issued to each of the named
selling stockholders under their respective stock compensation agreements.
(3) Based on 62,473,885 shares of our common stock outstanding as of our report
on Form 10-QSB, for the quarter ended June 30, 2005.
The information provided in the table above with respect to the selling security
holders has been obtained from each of the selling security holders. Because the
selling security holders may sell all or some portion of the shares of common
stock beneficially owned by them, only an estimate (assuming the selling
security holders sell all of the shares offered hereby) can be given as to the
number of shares of common stock that will be beneficially owned by each selling
security holder after this offering. In addition, the selling security holders
may have sold, transferred or otherwise disposed of, or may sell, transfer or
otherwise dispose of, at any time or from time to time since the date on which
he provided the information regarding the shares of common stock beneficially
owned by them, all or a portion of the shares of common stock beneficially owned
by them in transactions exempt from the registration requirements of the
Securities Act of 1933.
PLAN OF DISTRIBUTION
The selling security holders may, from time to time, sell all or a portion of
their shares of our common stock on any market upon which the common stock may
be quoted (currently the OTC Bulletin Board), in privately negotiated
transactions or otherwise. Such sales may be at fixed prices prevailing at the
time of sale, at prices related to the market prices or at negotiated prices.
The shares of common stock being offered by this reoffer prospectus may be sold
by the selling security holders by one or more of the following methods, without
limitation:
(a) block trades in which the broker or dealer so engaged will attempt to
sell the shares of common stock as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
(b) purchases by broker or dealer as principal and resale by the broker or
dealer for its account pursuant to this reoffer prospectus;
(c) an exchange distribution in accordance with the rules of the
applicable exchange;
(d) ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
(e) privately negotiated transactions;
(f) market sales (both long and short to the extent permitted under the
federal securities laws);
(g) at the market to or through market makers or into an existing market
for the shares;
(h) through transactions in options, swaps or other derivatives (whether
exchange listed or otherwise); and
(i) a combination of any of the aforementioned methods of sale.
In effecting sales, brokers and dealers engaged by the selling security holders
may arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from a selling security holder or, if any of
the broker-dealers act as an agent for the purchaser of such shares, from the
purchaser in amounts to be negotiated which are not expected to exceed those
customary in the types of transactions involved. Broker-dealers may agree with a
selling security holder to sell a specified number of the shares of common stock
at a stipulated price per share. Such an agreement may also require the
broker-dealer to purchase as principal any unsold shares of common stock at the
price required to fulfil the broker-dealer commitment to the selling security
holders if such broker-dealer is unable to sell the shares on behalf of the
selling security holder. Broker-dealers who acquire shares of common stock as
principal may thereafter resell the shares of common stock from time to time in
transactions which may involve block transactions and sales to and through other
broker-dealers, including transactions of the nature described above. Such sales
by a broker-dealer could be at prices and on terms then prevailing at the time
of sale, at prices related to the then-current market price or in negotiated
transactions. In connection with such resales, the broker-dealer may pay to or
receive from the purchasers of the shares commissions as described above.
The selling security holders and any broker-dealers or agents that participate
with the selling security holders in the sale of the shares of common stock may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933
in connection with these sales. In that event, any commissions received by the
broker-dealers or agents and any profit on the resale of the shares of common
stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act of 1933.
From time to time, the selling security holders may pledge their shares of
common stock pursuant to the margin provisions of their customer agreements with
their respective brokers. Upon a default by a selling security holder, the
broker may offer and sell the pledged shares of common stock from time to time.
Upon a sale of the shares of common stock, the selling security holder intends
to comply with the prospectus delivery requirements under the Securities Act of
1933 by delivering a prospectus to each purchaser in the transaction. We intend
to file any amendments or other necessary documents in compliance with the
Securities Act of 1933 which may be required in the event the selling security
holder defaults under any customer agreement with brokers.
To the extent required under the Securities Act of 1933, a post-effective
amendment to this registration statement will be filed, disclosing the name of
any broker-dealers, the number of shares of common stock involved, the price at
which the common stock is to be sold, the commission paid or discounts or
concessions allowed to such broker-dealers, where applicable.
We and the selling security holders will be subject to applicable provisions of
the Securities Exchange Act of 1934 and the rules and regulations under it,
including, without limitation, Rule 10b-5 and, insofar as the selling security
holders are a distribution participant and we, under certain circumstances, may
be a distribution participant, under Regulation M. All of the foregoing may
affect the marketability of the common stock.
All expenses of the registration statement including, but not limited to, legal,
accounting, printing and mailing fees are and will be borne by us. Any
commissions, discounts or other fees payable to brokers or dealers in connection
with any sale of the shares of common stock will be borne by the selling
security holder, the purchasers participating in such transaction, or both.
Any shares of common stock covered by this reoffer prospectus which qualify for
sale pursuant to Rule 144 under the Securities Act of 1933 may be sold under
Rule 144 rather than pursuant to this reoffer prospectus.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The consolidated financial statements incorporated by reference in this re-offer
prospectus have been audited by Jewett, Schwarz & Associates, independent
registered public accounting firm, to the extent and for the period set forth in
their report, incorporated herein by reference, and is incorporated herein in
reliance upon such report given upon the authority of said firm as experts in
auditing and accounting. The validity of the common stock offered hereby will be
passed upon for us by our independent legal counsel, Joseph I. Emas, Esq., 1224
Washington Avenue, Miami Beach, Florida who has received 150,000 shares of
common stock registered herein.
MATERIAL CHANGES
There have been no material changes to the affairs of our company since the
filing of our Form 10-KSB for our fiscal year end March 31, 2005, filed with the
Securities and Exchange Commission on July 19, 2005, which have not previously
been described in a report on Form 8-K.
INCORPORATION OF DOCUMENTS BY REFERENCE
See Part II, Item 3 on page 17 hereof for a list of documents filed by our
company with the United States Securities and Exchange Commission, which are
incorporated herein by this reference.
AVAILABLE INFORMATION
You should only rely on the information incorporated by reference or provided in
this reoffer prospectus or any supplement. We have not authorized anyone else to
provide you with different information. The common stock is not being offered in
any state where the offer is not permitted. You should not assume that the
information in this reoffer prospectus or any supplement is accurate as of any
date other than the date on the front of this reoffer prospectus.
We file Form 8-K reports and other information with the Securities and Exchange
Commission as is required by the Securities Exchange Act of 1934. You may read
and copy any reports, statements or other information we have filed at the
Securities and Exchange Commission's Public Reference Room at 450 Fifth Street
N.W., Washington, D.C. 20549. Please call the Securities and Exchange Commission
at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our
filings are also available on the Internet at the Securities and Exchange
Commission's website at http:\\www.sec.gov.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling our business
pursuant to the provision in the section entitled "Indemnification of Directors
and Officers" (see below), we have been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is therefore unenforceable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The SEC allows us to "incorporate by reference" information into this
registration statement, which means that we can disclose important information
to you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this registration
statement, except for any information superseded by information in this
registration statement.
The following documents filed by our company with the United States Securities
and Exchange Commission (the "SEC") are incorporated herein by reference:
1. Our Annual Report on Form 10-KSB filed on July 19, 2005; and
2. The description of our company's common stock contained these exhibits are
incorporated herein by this reference to the Company's Registration Statement on
form 20-F filed with the Securities Exchange; and
3. Our filing on Form 8-K on September 19, 2005.
4. Our Quarterly Reports on Form 10-QSB filed on August 12, 2005.
In addition to the foregoing, all documents that we subsequently file pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment indicating that all of the
securities offered pursuant to this registration statement have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained in this registration statement or in any subsequently
filed document that is also incorporated by reference in this registration
statement modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
You may read and copy any reports, statements or other information we have filed
at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Rooms. Our filings are also available on the Internet at the
SEC's website at http://www.sec.gov.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Our independent legal counsel, Joseph I. Emas, Esq., 1224 Washington Avenue,
Miami Beach, Florida has received 150,000 shares of common stock registered
herein.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Nevada corporation law provides that:
- - a corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful;
- - a corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper; and
- - to the extent that a director, officer, employee or agent of a corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding, or in defense of any claim, issue or matter therein, the corporation
shall indemnify him against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.
Our bylaws provide that we will advance all expenses incurred to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suite or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was our
director or officer, or is or was serving at our request as a director or
executive officer of another company, partnership, joint venture, trust or other
enterprise, prior to the final disposition of the proceeding, promptly following
request. This advanced of expenses is to be made upon receipt of an undertaking
by or on behalf of such person to repay said amounts should it be ultimately
determined that the person was not entitled to be indemnified under our bylaws
or otherwise.
Our bylaws also provide that no advance shall be made by us to any officer in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision-making party at the time such determination is made demonstrate clearly
and convincingly that such person acted in bad faith or in a manner that such
person did not believe to be in or not opposed to our best interests.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of our company under
Nevada law or otherwise, we have been advised the opinion of the Securities and
Exchange Commission is that such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event a
claim for indemnification against such liabilities (other than payment by us for
expenses incurred or paid by a director, officer or controlling person of our
company in successful defense of any action, suit, or proceeding) is asserted by
a director, officer or controlling person in connection with the securities
being registered, we will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction, the question of whether such indemnification by it is against
public policy in said Act and will be governed by the final adjudication of such
issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Form of Consultant Agreement with Martin Scott.
5.1 Opinion of Joseph I. Emas, Esq.
23.1 Consent of Joseph I. Emas, Esq. (included in Exhibit 5)
23.2 Consent of Jewett, Schwarz & Associates, independent registered public
accounting firm.
ITEM 9. UNDERTAKINGS.
(a) We hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most
recent post-effective amendment hereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low and high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by our company pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(b) We hereby undertake that, for purposes of determining any liability under
the Securities Act of 1933, each filing of our annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and persons controlling our
company pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by our company of expenses incurred or paid by a director, officer or
controlling person of our company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, our company will, unless in the
opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Montreal on October 27, 2005.
VISION GLOBAL SOLUTIONS INC.
By /s/ JEAN-PAUL OUELLETTE
-------------------------------------------
JEAN-PAUL OUELLETTE
Chief Executive Officer
Date: October 27, 2005