PINX:VIGS Quarterly Report 10-Q Filing - 6/30/2012

Effective Date 6/30/2012



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 10-Q
 
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 for the quarterly period ended June 30, 2012
 
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
for the transition period from _________to _________
 
VISION GLOBAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
 
000-31104
 
20-8203420
(State or Other Jurisdiction
 
(Commission
 
(I.R.S. Employer
of Incorporation)
 
File Number)
 
Identification No.)

20400 Stevens Creek Blvd., Suite 700
Cupertino, California 95014
(408) 873-0400
(Address of Principal Executive Office) (Zip Code)
 
(408) 873-0400
(Registrant’s telephone number, including area code)
 
Copies of all communications including all communications sent to the agent for service of process should be sent to:
 
Blair Krueger, Esq., Attorney at Law
The Krueger Group, LLP
7486 La Jolla Boulevard La Jolla, California 92037
Telephone: (858) 405-7385E-mail: blair@thekruegergroup.com
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ  No ¨
 
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 þ   No ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer        ¨            Accelerated filer        ¨            Non-accelerated filer    Yes o   No  ¨            Smaller reporting company        þ
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  þ  No  o
 
The number of shares outstanding of the registrant’s Common Stock on August 10, 2012 was 75,493,885.
 


 
 

 
VISION GLOBAL SOLUTIONS, INC.
FORM 10-Q
INDEX
 
PART I. FINANCIAL INFORMATION
 
   
Item 1
Financial Statements.
   
4
 
 
(a) Condensed Balance Sheets as of June 30, 2012 (unaudited) and March 31, 2012 (audited)
   
4
 
 
(b) Condensed Statements of Operations for the ThreeMonths ended June 30, 2012 and 2011 (unaudited)
   
5
 
 
(c) Condensed Statements of Cash Flows for the ThreeMonths ended June 30, 2012 and 2011 (unaudited)
   
6
 
 
(d) Notes to Condensed Financial Statements
   
7
 
Item 2
Management's Discussion and Analysis of Financial Condition and Results of Operations. 
   
9
 
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
   
10
 
Item 4.
Controls and Procedures
   
10
 
           
PART II. OTHER INFORMATION
 
           
Item 1.
Legal Proceedings. 
   
11
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
   
11
 
Item 3.
Defaults Upon Senior Securities. 
   
11
 
Item 4.
Mine Safety Disclosures.
   
11
 
Item 5.
Other Information.
   
11
 
Item 6.
Exhibits.
   
11
 
SIGNATURES    
12
 

 
2

 
 
SPECIAL NOTE REGARDING FORWARD—LOOKING STATEMENTS
 
On one or more occasions, we may make forward-looking statements in this Quarterly Report on Form 10-Q regarding our assumptions, projections, expectations, targets, intentions or beliefs about future events. Words or phrases such as “anticipates,” “may,” “will,” “should,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “targets,” “will likely result,” “will continue” or similar expressions identify forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified in other reports we file with the Securities and Exchange Commission (“SEC”), specifically the most recent Annual Report on Form 10-K. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, your attention is directed to any further disclosures made on related subjects in our subsequent annual and periodic reports filed with the SEC on Forms 10-K, 10-Q and 8-K and Proxy Statements on Schedule 14A.
 
Unless the context requires otherwise, references to “we,” “us,” “our,” the “Company” and “the Company” refer specifically to Vision Global Solutions, Inc.
 
 
3

 
 
PART I - FINANCIAL INFORMATION
 
ITEM 1.
FINANCIAL STATEMENTS.
 
VISION GLOBAL SOLUTIONS, INC.
CONDENSED BALANCE SHEETS
 
    June 30,     March 31,  
    2012     2012  
    (Unaudited)     (Audited)  
ASSETS
 
CURRENT ASSETS
           
Cash
  $ 455     $ 628  
Prepaid expenses
    -       1,250  
                 
  TOTAL ASSETS
  $ 455     $ 1,878  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
 
CURRENT LIABILITIES
               
Accounts payable
  $ 8,970     $ 4,550  
Advances payable - related party
    158,471       156,604  
Line of credit - related party
    82,326       80,300  
 Total Current Liabilities
    249,767       241,454  
                 
COMMITMENTS AND CONTINGENCIES
               
                 
STOCKHOLDERS' DEFICIT
               
Series A Preferred Stock, $0.001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding
    -       -  
Blank Check Preferred Stock, $0.001 par value, 4,000,000 shares authorized, 0 shares issued and outstanding
    -       -  
Common stock, Class A, $0.001 par value, 200,000,000 shares authorized, 75,493,885 shares issued and outstanding
    75,494       75,494  
Additional paid-in capital
    4,525,605       4,525,605  
Accumulated deficit
    (4,850,411 )     (4,840,675 )
 Total Stockholders' Deficit
    (249,312 )     (239,576 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
  $ 455     $ 1,878  
 
The accompanying notes are an integral part of the financial statements
 
 
4

 
 
VISION GLOBAL SOLUTIONS, INC.
CONDENSED STATEMENTS OF OPERATIONS
 
   
For The Three Months Ended June 30,
 
   
2012
   
2011
 
             
REVENUE
  $ -     $ -  
                 
COSTS AND OPERATING EXPENSES
               
General and administrative expenses
    5,842       4,243  
                 
  Total Operating Expesnes
    5,842       4,243  
                 
NET LOSS FROM OPERATIONS
    (5,842 )     (4,243 )
                 
OTHER EXPENSES
               
Interest expense
    3,894       3,493  
                 
NET LOSS
  $ (9,736 )   $ (7,736 )
                 
Net loss per common share - basic and diluted
  $ (0.00 )   $ (0.00 )
                 
Weighted average number of common sharesoutstanding - basic and diluted
    75,493,885       75,493,885  
 
The accompanying notes are an integral part of the financial statements
 
 
5

 
 
VISION GLOBAL SOLUTIONS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
 
   
For The Three Months Ended June 30,
 
   
2012
   
2011
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net loss
  $ (9,736 )   $ (7,736 )
Adjustments to reconcile net loss to net cash used in operating activities
               
Accrued interest
    3,893       3,493  
Changes in operating assets and liabilities
               
Increase (decrease) in prepaid expenses
    1,250       (4,000 )
Increase in accounts payable
    4,420       4,143  
Net cash  used in operating activities
    (173 )     (4,100 )
                 
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Borrowings under line of credit - related party
    -       9,000  
Net cash provided by financing activities
    -       9,000  
                 
NET INCREASE / (DECREASE) IN CASH
    (173 )     4,900  
                 
CASH, BEGINNING OF PERIOD
    628       476  
                 
CASH, END OF PERIOD
  $ 455     $ 5,376  
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:                
                 
Interest paid
  $ -     $ -  
Income taxes paid
  $ -     $ -  
 
The accompanying notes are an integral part of the financial statements
 
 
6

 
 
VISION GLOBAL SOLUTIONS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2012

NOTE 1 – SUMMARY OF ACCOUNTING POLICIES
 
Description of Business.
 
Vision Global Solutions, Inc. (the “Company”) is a “shell company” as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, as well as Securities and Exchange Commission (“SEC”) Release Number 33-8407. The term “shell company” means a registrant, other than an asset-backed issuer, that has no or nominal operations, and either: (i) no or nominal assets; (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.
 
The Company intends to seek out and pursue a business combination transaction with an existing private business enterprise that might have a desire to take advantage of the Company’s status as a public corporation. At this time, management does not intend to target any particular industry but, rather, intends to judge any opportunity on its individual merits. Any such transaction will likely have a dilutive effect on the interests of the Company’s shareholders that will, in turn, reduce each shareholder’s proportionate ownership and voting power in the Company.

Interim Financial Statements. The interim financial statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.  The interim financial statements should be read in conjunction with the Company’s annual financial statements, notes and accounting policies included in the Company’s Annual Report.  In the opinion of management, all adjustments which are necessary to provide a fair presentation of financial position as of June 30, 2012 and the related operating results and cash flows for the interim period presented have been made.  All adjustments are of a normal recurring nature.  The results of operations, for the period presented are not necessarily indicative of the results to be expected for the year ended March 31, 2013.
 
Management Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as certain financial statement disclosures. While management believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from these estimates.
 
Reclassifications. Certain prior period amounts were reclassified to conform to current period presentation. These reclassifications had no impact on previously reported net loss or accumulated deficit.
 
Cash Equivalents. Highly liquid investments with original maturities of three months or less are considered cash equivalents.
 
Earnings per Share. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted net income (loss) per share is computed similarly to basic net income (loss) per share except that it includes the potential dilution that could occur if diluted securities were exercised. For the period presented, the Company did not have any outstanding dilutive securities, and, accordingly, diluted net loss per share equals basic net loss per share.
 
 
7

 
 
VISION GLOBAL SOLUTIONS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2011
 
Fair Value of Financial Instruments. The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced sale or liquidation.
 
The carrying amounts of the Company’s financial instruments, including cash, accounts payable and accrued liabilities, and related party payable approximate fair value due to their short maturities.
 
Recent Accounting Pronouncements
 
We do not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

NOTE 2  RELATED PARTY TRANSACTIONS
 
On February 9, 2011, the Company entered into a revolving line of credit facility with a credit limit of $100,000 with Navitas. The line of credit expires on March 31, 2012 and bears interest at the rate of 10% per annum.  The line of credit was amended June 30, 2012 extending the maturity to March 31, 2013.   All outstanding principal and accrued interest under the existing notes between Navitas and the Company in the amount of $52,180 were transferred to this credit facility, and the existing notes were considered satisfactorily discharged as paid-in-full.  Since February 9, 2011, principal draws in the amount of $20,000 were made against this revolving credit facility, including a draw on August 8, 2012 in the amount of $14,000.  See Note 4 Subsequent Events.  Accrued interest at June 30, 2012 and March 31, 2012 amounted to $10,147and $8,120, respectively.

As of June 30, 2012, the Company received a total of $124,794 as a working capital funding provided as a series of advances beginning in 2007 from Cagan McAfee Capital Partners, LLC, an organization responsible for arranging the change of control of the Company in 2007. The amounts are payable upon demand and bear interest at a rate of 6% per annum. Accrued interest at June 30, 2012 and March 31, 2012 amounted to $33,676 and $31,810, respectively.
 
NOTE 3 – GOING CONCERN
 
As reflected in the accompanying financial statements, the Company has no operations, a net loss of $9,736 for the three months endedJune 30, 2012, an accumulated deficit of $4,850,411, and a working capital deficiency of $249,312. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – SUBSEQUENT EVENTS
 
Revolving line of credit – related party. On August 8, 2012, the Company borrowed an additional $14,000 under the $100,000 revolving line of credit facility provided by Navitas, significant shareholder.  See Note 2 – Related Party Transactions.
 
 
8

 
 
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanyingfinancial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:
 
  
Business.
   
  
Results of Operations.
 
  
Liquidity and Capital Resources.
 
  
Critical Accounting Estimates.
 
The following discussion should be read in conjunction with the Vision Global Solutions, Inc.financial statements and accompanying notes included elsewhere in this report. The following discussion contains forward-looking statements that reflect the plans, estimates and beliefs of Vision Global Solutions, Inc.  Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," and similar expressions are intended to identify forward-looking statements. The actual results could differ materially from those discussed in the forward-looking statements.  Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Report and in other reports we file with the Securities and Exchange Commission (“SEC”), specifically the most recent Annual Report on Form 10-K.”  The Company undertakes no obligation to update publicly any forward-looking statements as a result of new information, future events or otherwise, unless required by law.   All references to years relate to the fiscal year ended March 31 of the particular year.

Business

The Corporation has no business operations and no assets or liabilities. We believe that the Corporation is a “shell” corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, as well as SEC Release Number 33-8407. The term "shell company" means a registrant, other than an asset-backed issuer, that has no or nominal operations, and either: (i) no or nominal assets; (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.  As a “shell” corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, as well as by SEC Release Number 33-8407, the Corporation had no revenues from operations in the last two years.   

As a shell corporation, the Corporation has pursued potential business combination transactions with existing private business enterprises that might have a desire to take advantage of the Corporation's status as a public corporation.   If such a transaction is not completed, the Corporation does not anticipate that its available cash resources and cash generated from operations will be sufficient to meet its presently anticipated capital needs for the next twelve months.

Results of Operations

As reflected in the accompanying financial statements, we had a working capital deficit of $249,312 at June 30, 2012, an accumulated deficit of $4,850,411 at June30, 2012, and a net loss from operations of $9,736 for the three months ended June 30, 2012.

Liquidity and Capital Resources

As a “shell” corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, as well as by SEC Release Number 33-8407, the Company does not anticipate that its available cash resources and cash generated from operations will be sufficient to meet its presently anticipated working capital and capital expenditure requirements for the next twelve months. Additional funding will become necessary. There can be no assurances that the Company can realize sufficient revenues to satisfy its business plan and further, there can be no assurance that alternative sources of financing can be procured on behalf of the Company.
 
 
9

 
 
However, Management continues to evaluate various business opportunities for future operations and diversification.

Recently Issued Accounting Pronouncements
 
We do not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
 
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
Not Applicable.
 
ITEM 4.
CONTROLS AND PROCEDURES.
 
Evaluation of Disclosure Controls and Procedures.
 
Under the supervision and with the participation of our management, including our Chief Executive Officer who serves as our principal executive officer and our principal financial and accounting officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Report on Form 10-Q (the “Evaluation Date”). The purpose of this evaluation is to determine if, as of the Evaluation Date, our disclosure controls and procedures were operating effectively such that the information, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) was recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) was accumulated and communicated to our management, including our Chief Executive Officer,who serves as our principal executive officer and our principal financial and accounting officer, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation, our Chief Executive Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were operating effectively.
 
Changes in Internal Control over Financial Reporting.
 
There have been no significant changes in our internal controls over financial reporting that occurred during the three months ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.
 
Limitations on the Effectiveness of Disclosure Controls and Procedures.
 
Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer,who serves as our principal executive officer and our principal financial and accounting officer, to allow timely decisions regarding required disclosure.
 
 
10

 
 
PART II -- OTHER INFORMATION
 
ITEM 1.
LEGAL PROCEEDINGS.

The Corporation is not a party to any material pending legal proceedings, and to the best of our knowledge, no such proceedings by or against the Corporation have been threatened.

ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None
 
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES.

None
 
ITEM 4.
MINE SAFETY DISCLOSURES.
 
Not applicable
 
ITEM 5.
OTHER INFORMATION.

The revolving line of credit facility with Navitas expired on March 31, 2012. On August 8, 2012, this line of credit was amended to extending the maturity to March 31, 2013.
 
ITEM 6.
EXHIBITS.

Certification of Chief Executive Officer and Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
Certification of Chief Executive Officer and Chief Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
11

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Vision Global Solutions, Inc.
 
   
  
 
Date:  August 10, 2012
By:  
/s/ Todd Waltz
 
   
Todd Waltz
 
    Chief Executive Officer, Chief Accounting Officer  
 
 
 
12

PINX:VIGS Quarterly Report 10-Q Filling

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PINX:VIGS Quarterly Report 10-Q Filing - 6/30/2012
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