10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

S QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended March 31, 2013.

or

£ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT.

For the transition period from __________ to __________

Commission file number: 000-54050

GLOBAL VISION HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	27-2553082
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

19200 Von Karman, 6^th Floor, Irvine, CA 92612

(Address of Principal Executive Office) (Zip Code)

(949) 281-6438

(Registrant's telephone number including area code)

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 past 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.

S Yes £ No

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 (Section 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).

S Yes £ 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.

Large accelerated filer £	Accelerated filer £
Non-accelerated filer £	Smaller reporting company S

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

£ Yes S No

As of May 17, 2013, 141,570,334 shares of the registrant's common stock, $.001 par value, were outstanding.

TABLE OF CONTENTS

Part I. FINANCIAL INFORMATION	1
Item 1.  Financial	1
Balance Sheet as of March 31, 2013 and December 31, 2012	1
Statements of Operations for the Three Months Ended March 31, 2013 and 2012	2
Statements of Cash Flows for the Three Months Ended March 31, 2013 and 2012	3
Notes to Interim Statements	4
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations	7
Item 4.  Controls and Procedures	9
Part II. Other Information	9
Item 1.  Legal Proceedings	9
Item 2.  Recent Sales of Unregistered Securities	9
Item 3.  Defaults Upon Senior Securities	9
Item 4.  Submission of Matter to a Vote of Security Holders	9
Item 6.  Exhibits	9
Signatures	10

i

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Global Vision Holdings, Inc.

(formerly Versant International, Inc.)

CONSOLIDATED BALANCE SHEETS

	March 31, 2013			December 31, 2012
	(unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	138,873		$	15,883
Accounts receivable		31,923			8,810
Inventory		10,598			3,208
Prepaid expenses		119,059			165,558
Total current assets		300,453			193,459
Other Assets
Goodwill		86,985			86,985
Total assets	$	387,438		$	280,444
LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT)
Current Liabilities
Accounts payable	$	79,686		$	40,842
Advance from shareholder		55,400			–
Promissory notes payable		177,274			–
Total liabilities		312,360			40,842
Commitments and Contingencies
Stockholders' Equity/ (Deficit)
Preferred stock: 25,000,000 shares authorized ($0.001 par value) none issued and outstanding	$	–		$	–
Class A Common stock, $.001 par value, 200,000,000 shares authorized and 70,000,000 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively		70,000			70,000
Class B Common stock, $.001 par value, 675,000,000 shares authorized 71,570,334 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively		71,570			71,570
Treasury stock		(1,084,600	)		(1,084,600	)
Additional paid in capital		3,806,143			3,806,143
Accumulated deficit		(2,788,035	)		(2,623,511	)
Total stockholders' equity / (deficit)		75,078			239,602
Total liabilities and stockholders' equity / (deficit)	$	387,438		$	280,444

The accompanying notes are an integral part of these financial statements

1

Global Vision Holdings, Inc.

(formerly Versant International, Inc.)

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended
	March 31,			March 31,
	2013			2012
	(unaudited)			(unaudited)
Revenue
Net sales	$	33,101		$	4,472
Cost of goods sold		21,763			3,619
Gross margin		11,338			853
Expenses
Compensation		10,200			2,569,697
Sales and marketing		7,613			910
Professional fees		134,468			86,571
Other general and administrative		22,474			11,725
Total operating expenses		174,755			2,668,903
Loss from operations		(163,417	)		(2,668,050	)
Other income (expense)
Interest expense		(1,107	)		–
Net loss	$	(164,524	)	$	(2,668,050	)
Net loss per share - basic and diluted	$	(0.00	)	$	(0.04	)
Weighted average shares outstanding		141,570,334			70,190,278

The accompanying notes are an integral part of these financial statements

2

Global Vision Holdings, Inc.

(formerly Versant International, Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Three Months Ended
	March 31,			March 31,
	2013			2012
	(unaudited)			(unaudited)
Cash Flows from Operating Activities
Net loss	$	(164,524	)	$	(2,668,050	)
Adjustments to reconcile net income to net cash provided by operating activities:
Stock based compensation		46,499			2,569,697
Amortization of original issue discount		774
Change in accounts receivable		(23,113	)		(647	)
Change in prepaid expenses		–			(5,020	)
Change in accounts payable		38,844			22,952
Decrease in inventories		(7,390	)		3,619
Net cash used in operating activities		(108,910	)		(77,449	)
Cash Flows from Investing Activities
Cash received in subsidiary acquisition		–			2,907
Cash Flows from Financing Activities
Proceeds from shareholder advances		55,400			17,938
Proceeds from issuance of convertible promissory notes		176,500
Proceeds from issuances of common stock		–			79,500
Net cash provided by financing activities		231,900			97,438
Net increase in cash and cash equivalents		122,990			22,896
Cash and cash equivalents at beginning of the period		15,883			15,000
Cash and cash equivalents at end of the period	$	138,873		$	37,896

Supplementary Disclosures of Cash Flow Information

The Company did not pay any interest or taxes for the three months ended March 31, 2013 and 2012, respectively

Non-Cash Investing and Financing Activities

During the three months ended March 31, 2012 the Company issued 10,000,000 shares of Class B common stock, valued at $100,000, to acquire the identifiable assets including goodwill along with the assumed liabilities of its wholly-owned subsidiary Mamma's Best, LLC.

The accompanying notes are an integral part of these financial statements

3

GLOBAL VISION HOLDINGS, INC.

(formerly Versant International, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited condensed consolidated financial statements included herein were prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, disclosures made are adequate to make the information not misleading.

In the opinion of management, the interim data includes all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for the interim period. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the fiscal year.

Note 1 – Organization

Global Vision Holdings, Inc. (Company) was organized under the laws of the State of Nevada in May 2010.  The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire companies or businesses seeking the perceived advantages of being a publicly held corporation. One of our principal business objectives for the next 12 months and beyond will be to achieve long-term growth potential through acquisitions or combinations with other businesses.

In addition to the parent Company, Versant International, Inc. operates three wholly-owned subsidiaries; Mamma’s Best LLC (“MB”), Strategic Management Consultants (“SMC”), and Grocers Direct (“GD”).

Through Mamma’s Best, LLC we produce and sell food products. Our products are available at well-known organic and natural food retail outlets primarily in the Los Angeles and Orange County locales. To date, our food products consist of a total of four barbeque sauces and marinades.

Strategic Management Consultants provides skilled advice for businesses to streamline and make more efficient management and organizational decisions. SMC formulates business strategies and improved operational performance by assessing the organization's current systems and processes; evaluating and recommending appropriate solutions; and ensuring success by mitigating potential risk. SMC provides the necessary resources, at all levels, to implement these new strategies and initiatives from sales and marketing, leadership, strategic partnerships, public relations, branding, financial forecasting and accounting.

Grocers Direct provides consulting and representation services for emerging natural food brands in the retail market place.

Prior to the acquisition of Mamma’s Best we were considered to be in the development stage as defined by United States generally accepted accounting principles.

Note 2 – Summary of Significant Accounting Policies

Use of Estimates

Management makes estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods.  Actual results could vary from these estimates.

Principles of Consolidation

Our consolidated financial statements consist of our legal parent, Global Vision Holdings, Inc. and our wholly-owned subsidiaries, Mamma’s Best, LLC, Strategic Management Consultants, and Grocers Direct. All inter-company balances and transactions have been eliminated upon consolidation.

4

Cash and Cash Equivalents

We maintain our cash at federally insured financial institutions.  Cash equivalents with maturity dates less than 90 days from the date of origination are considered to be cash equivalents for all financial reporting purposes.  We currently have no cash equivalents.

Fair Value

Cash and other current assets and liabilities are carried at cost which approximates their fair value in accordance with the fair value hierarchy as established by US GAAP.

Note 3 – Inventory

Our inventory is stated at the lower of cost or market using the FIFO method. We have entered into third party production agreements on an as needed basis, correspondingly, there are no purchase commitments related to inventory. As of March 31, 2013 and December 31, 2012 we had finished goods inventory valued at $10,598 and $3,208 held by our wholly-owned subsidiary Mamma’s Best, respectively. Periodic reviews for obsolescence are performed and applicable reserves are recognized. We have not recognized any reserves for obsolete inventory through the period covered by this report.

Note 4 – Convertible Promissory Notes

In March 2013 the Company issued a $50,000 convertible promissory in exchange for cash proceeds of $42,500. The notes carry an interest rate of 8% per annum. All unpaid principal and accrued interest are due and payable on the maturity date of December 6, 2013.

At any time during the period beginning on the date which is one hundred eighty (180) days following the grant date, the holder may convert the then outstanding principal into fully paid and non- assessable shares of Class B Common Stock. The conversion rate is at a forty-five (45%) discount to the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date. During the three months ended March 31, 2013 the Company recognized $1,107 of interest expense related to this note agreement, $333 of interest is included in accounts payable and $774 of original issue discount was recognized.

In March 2013, the Company issued two additional convertible promissory notes to accredited investors representing the aggregate principal amount of $134,000. The principal balance of each note is convertible into Class B common stock of the Company, at the election of the Holder, beginning 180 days after the issuance of the note. The conversion rate is at a forty-five (45%) discount to the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date. The Company has the right to prepay the principal and interest, prior to maturity in March 2015 without penalty. Interest on each note accrues at a rate of ten percent (10%) per annum.

Note 5 – Related Party Transactions

During the three months ended March 31, 2013 our officers and key employees provided operating advances totaling $55,400 which are due on demand.

Note 6 – Subsequent Events

On April 12, 2013 the Company completed the acquisition (the “Acquisition”) of all of the assets of a division of Max Communicating Resources, Inc. entitled The Place Media, relating to the production and distribution of magazines and online publications under the series “The Place – The Insider’s Guide to Southern California” (the “Business”). The Acquisition was completed pursuant to the terms of an Asset Purchase Agreement, dated as of April 12, 2013 (the “Purchase Agreement”), by and among The Place Media, LLC (“Buyer”, a wholly owned subsidiary of the Company), and Max Communicating Resources, Inc. (“Seller”).

Pursuant to the Purchase Agreement, the Company acquired substantially all of the assets relating to the Business for an aggregate purchase price of One Million Dollars ($1,000,000), consisting of (i) an initial cash payment of $140,000 on the Closing Date; (ii) monthly cash payments totaling $60,000 during the year immediately following the Closing; and $800,000 in the form of a promissory note.

The promissory note issued to the Seller on the Closing Date contains the following material terms: no interest is due under the note except in the event of a default; the amortization schedule calls for semi-annual principal payments commencing March 1, 2014 and ending September 1, 2019 and prepayment is permitted without penalty. In addition, the promissory note provides for potential reductions in the principal amount of the Note of up to $200,000 under certain circumstances. The promissory note is guaranteed by the Company.

5

The Place Media, LLC, the entity which purchased the assets, will operate as a wholly owned subsidiary of Global Vision Holdings, Inc.

On April 24, 2013 the Company issued a promissory note to JMJ Financial (“Lender”), having principal amount of up to $500,000 for up to $450,000 in consideration with a ten percent original issue discount (the “Note”). The Note was funded as to $50,000 on April 24, 2013.

The principal balance of the Note is convertible into Class B common stock of the Company, at the election of the Holder, at any time after the issuance date. The conversion price of the Note is based on a measure of the market price of the Class B common stock (as determined in accordance with the Note). The Note has a one year term. The Company may repay the Note at any time on or before 90 days from the issuance date and incur no interest in addition to the original issue discount; or if the Company does not repay the Note during that time period, a 12% interest rate shall apply. The Note contains default provisions, including provisions for potential acceleration of the Note and a default premium.

6

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains certain statements that are not historical facts, including, most importantly, information concerning possible or assumed future results of operations of Global Vision Holdings, Inc. (the "Company") and statements preceded by, followed by or that include the words "may," "believes," "expects," "anticipates," or the negation thereof, or similar expressions, which constitute "forward-looking statements" within the meaning of the Section 27A of the Securities Act of 1933 and Section 21E (the "Reform Act")of the Securities Exchange Act of 1934 (the "Exchange Act"). For those statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Reform Act. These forward-looking statements are based on the Company's current expectations and are susceptible to a number of risks, uncertainties and other factors.

The Company will not undertake and specifically declines any obligation to publicly release the result of any revisions, which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. In addition, it is the Company's policy generally not to make any specific projections as to future earnings, and the Company does not endorse any projections regarding future performance that may be made by third parties.

The following discussion and analysis provides information which the Company's management believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial statements and the notes to financial statements, which are included in this report, as well as the Company's Form 10-K for the period ended December 31, 2012.

Business Overview & Plan of Operations

Through our wholly-owned subsidiary, Mamma’s Best, LLC we sell unique, all natural food products based on family recipes of the subsidiaries’ founders. Through the date of this report all of our sales were from a total of four sauces and marinades available at approximately 140 natural and organic food outlets in Southern California.

We are currently in the process of expanding our food line to include additional sauces and marinades, jams, soups, and salad dressings. We are also seeking to expand our geographical presence throughout the Western United States as well as increase the number of retailers carrying our products.

Additionally, our Grocers Direct and Strategic Management Consultants subsidiaries provide marketing, merchandising, and other brand awareness services to small to mid-sized companies in the all-natural wholesale food industry and beyond.

In April 2013 Global Vision acquired The Place Media, LLC which publishes The Place Magazine, a travel and tourist guide highlighting local attractions, entertainment and restaurants to visitors to the San Diego, Orange County and Los Angeles areas, found in over 600 hotel rooms across Southern California.

We continue to investigate and, if such investigation warrants, seek to acquire additional companies or businesses seeking the perceived advantages of being a publicly held corporation which may or may not be in the same industry as our wholly-owned subsidiaries. Our on-going principal business objective for the next 12 months and beyond will be to achieve long-term growth potential through additional business combinations and the operation and growth of our current subsidiaries.

The analysis of new business opportunities will be undertaken by or under the supervision of Glen W. Carnes, our Chief Executive Officer and Chairman. Mr. Carnes possesses significant investment banking and acquisition experience to enhance our ability to identify acquisition targets. Mr. Carnes has over 10 years of experience and involvement with these types of transactions across a wide array of industries. Correspondingly, we believe the contacts obtained along with the experience in analyzing and accounting for these types of transactions is significantly beneficial in identifying potential acquisition targets.  

We presently have seven employees including our sole officer, Glen W. Carnes.

7

Results of Operations

For the three months ended March 31, 2013 our revenues from sauce and marinade sales increased by $28,629 to $33,101. The increase was primarily due to the Company’s prior efforts to increase its retail availability and brand awareness. We also increased our service revenue through our Grocer’s Direct subsidiary as we continue to increase our client base. Throughout 2013 we intend to continue our efforts to increase our geographical reach and product offerings, however, there is no guarantee we will be successful.

In addition, we have substantially completed the development of six new all natural jams and six uniquely flavored soup offerings which are expected to roll-out late in the second quarter or early in the third quarter of 2013.

Historically, we have seen a relative even mix of sales amongst our four current product offerings. We anticipate our sales to increase as we intend to devote additional time resources developing broker relationships; expand our product offerings; increase our geographical reach; and implement new promotional programs.

Our cost of goods sold increased to approximately $22,000 in-line with the increased revenue during the period ended March 31, 2013. Our gross margin and cost of goods sold, as a percentage of revenue, increased significantly as compared to the three months ended March 31, 2012 as we were successful at reducing some of our costs while slightly increasing our prices. We expect to maintain our current sales margins and we closely monitor the costs of our underlying ingredients. As our product lines increase our exposure to rapid price changes in raw materials such as fruits will also increase. We believe our relationship with our production vendor is good which provides us timely information to making corresponding price adjustments to our finished goods.

During the three months ended March 31, 2013 we increased our sales and marketing expenditures by approximately $6,700 from the comparable prior period. The increase is the result of operating Mamma’s Best for the full quarter as opposed to the prior comparable period in 2012 when we acquired Mamma’s Best. We expect to continue these expenditures in line with our on-going focus on expanding the number of stores and geographical reach of our current product offerings, as well as rolling out new offerings.

Professional fees increased approximately $50,000 from the three months ended March 31, 2012 primarily due to increased accounting, audit, and legal fees associated with the filing of our annual report for the year ended December 31, 2012. Additionally, we incurred non-recurring fees related to our recent acquisition of The Place Media (for more information see our Current Report on Form 8-K filed on April 17, 2013.

Compensation expense decreased from $2,569,697 for the three months ended March 31, 2012 to $10,200 in the current quarter since we did not incur significant stock based compensation during the quarter. As we expect to continue to add headcount as we expand our businesses, compensation costs are expected to increase through the remainder of the year.

Other general and administrative costs nearly doubled from the quarter ended March 31, 2012 to $22,474 primarily related to the increased business activities. We expect these amounts to increase as we implement the operations of our recent acquisition, The Place Media.

Liquidity and Capital Resources

Our current working capital and liquidity needs are provided by the operations of Mamma’s Best and Grocer’s Direct; working capital advances from our officers; and private placements of our common stock; and the expected operations from the recent acquisition of The Place Media.

Since we generally purchase inventory on a just in time basis we believe that cash provided by operations will be sufficient to meet our recurring obligations. Additionally, our officers have agreed to defer payment or forgive their outstanding obligations until such time as the Company obtains the appropriate level of operating resources or may accept equity settlements in the future.

Additionally, we received gross proceeds of $176,500 of net proceeds through the issuance of short-term convertible promissory notes primarily used for acquiring The Place Media. In the event our current operations and intending operations of The Place Media are not sufficient to settle these obligations we will need to raise additional capital. In addition, in the event of conversion of the short-term promissory notes, the holders of our Class B common stock will be subject to dilution.

We do not believe our current business activities will require significant additional capital asset investment.

In order to execute our growth strategy and acquire other businesses we may need to raise additional capital. We intend to raise funds via private placements of our common stock, however, there are no firm future funding commitments by stockholders, management, or other third party investors.

We believe that our current resources are sufficient to meet our on-going operations, at their current levels, for at least the next twelve months.

8

Off-Balance Sheet Arrangements

None.

Item 4. Controls and Procedures

We maintain "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our principal executive officer to allow timely decisions regarding required disclosure.

Evaluation of disclosure and controls and procedures.

As of March 31, 2013, the Company carried out an evaluation, under the supervision and with the participation of our Principal Executive and Financial Officer of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on the evaluation, the Company's Principal Executive and Financial Officer have concluded that the Company's disclosure controls and procedures which are designed to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, are not operating in an effective manner as of March 31, 2013.

Changes in internal controls over financial reporting.

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recent quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are unaware of any existing or pending legal proceedings or claims against the Company.

Item 2. Recent Sales of Unregistered Securities

The Company did not issue any unregistered securities through the date of this report that were not previously disclosed.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matter to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

4.1	Convertible Promissory Note dated March 6, 2013 (Incorporated by reference to Current Report on Form 8-K filed March 12, 2013)
31	Section 302 Certification of Principal Executive and Financial Officer
32	Section 906 Certification of Principal Executive and Financial Officer
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Scheme
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Presentation Linkbase

9

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.

Date: May 20, 2013

GLOBAL VISION HOLDINGS, INC.

By: /s/ Glen W. Carnes

Glen W. Carnes, Chairman and

Principal Executive and Financial Officer

10

EX-31

EXHIBIT 31

PRINCIPAL EXECUTIVE AND ACCOUNTING OFFICER CERTIFICATION

I, Glen W. Carnes, certify that:

1. I have reviewed this Quarterly Report of Global Vision Holdings, Inc. (the "registrant") on Form 10-Q for the period ending March 31, 2013;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. As the registrant's Principal Executive Officer I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report in being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. As the registrant's Principal Executive Officer I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 20, 2013

/s/ Glen W. Carnes

Glen W. Carnes

Principal Executive and Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES -OXLEY ACT OF 2002

In connection with the Quarterly Report of Global Vision Holdings, Inc. (the "Company") on Form 10-Q for the period ending March 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Glen W. Carnes the Principal Executive and Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350 (including subsections (a) (b) and (c) thereof), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 20, 2013

/s/ Glen W. Carnes

Glen W. Carnes

Principal Executive and Financial Officer

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4. Convertible Promissory Notes

3 Months Ended

Mar. 31, 2013

Convertible Promissory Notes

Convertible Promissory Notes

In March 2013 the Company issued a $50,000 convertible promissory in exchange for cash proceeds of $42,500. The notes carry an interest rate of 8% per annum. All unpaid principal and accrued interest are due and payable on the maturity date of December 6, 2013.

At any time during the period beginning on the date which is one hundred eighty (180) days following the grant date, the holder may convert the then outstanding principal into fully paid and non- assessable shares of Class B Common Stock. The conversion rate is at a forty-five (45%) discount to the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date. During the three months ended March 31, 2013 the Company recognized $1,107 of interest expense related to this note agreement, $333 of interest is included in accounts payable and $774 of original issue discount was recognized.

In March 2013, the Company issued two additional convertible promissory notes to accredited investors representing the aggregate principal amount of $134,000. The principal balance of each note is convertible into Class B common stock of the Company, at the election of the Holder, beginning 180 days after the issuance of the note. The conversion rate is at a forty-five (45%) discount to the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date. The Company has the right to prepay the principal and interest, prior to maturity in March 2015 without penalty. Interest on each note accrues at a rate of ten percent (10%) per annum.

XML

3. Inventory

3 Months Ended

Mar. 31, 2013

InventoryAbstract

Inventory

Our inventory is stated at the lower of cost or market using the FIFO method. We have entered into third party production agreements on an as needed basis, correspondingly, there are no purchase commitments related to inventory. As of March 31, 2013 and December 31, 2012 we had finished goods inventory valued at $10,598 and $3,208 held by our wholly-owned subsidiary Mamma’s Best, respectively. Periodic reviews for obsolescence are performed and applicable reserves are recognized. We have not recognized any reserves for obsolete inventory through the period covered by this report.

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CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 31, 2013	Dec. 31, 2012
Current Assets
Cash and cash equivalents	$ 138,873	$ 15,883
Accounts receivable	31,923	8,810
Inventory	10,598	3,208
Prepaid expenses	119,059	165,558
Total current assets	300,453	193,459
Other Assets
Goodwill	86,985	86,985
Total assets	387,438	280,444
Current Liabilities
Accounts payable	79,686	40,842
Advance from shareholder	55,400	0
Promissory notes payable	177,274	0
Total liabilities	312,360	40,842
Commitments and Contingencies
Stockholders' Equity/ (Deficit)
Preferred stock: 25,000,000 shares authorized, $0.001 par value none issued and outstanding	0	0
Treasury stock	(1,084,600)	(1,084,600)
Additional paid in capital	3,806,143	3,806,143
Accumulated deficit	(2,788,035)	(2,623,511)
Total stockholders' equity / (deficit)	75,078	239,602
Total liabilities and stockholders' equity / (deficit)	387,438	280,444
Common Class A
Stockholders' Equity/ (Deficit)
Class A Common stock	70,000	70,000
Common Class B
Stockholders' Equity/ (Deficit)
Class A Common stock	$ 71,570	$ 71,570

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1. Organization

3 Months Ended

Mar. 31, 2013

Organization

Organization

Global Vision Holdings, Inc. (Company) was organized under the laws of the State of Nevada in May 2010.  The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire companies or businesses seeking the perceived advantages of being a publicly held corporation. One of our principal business objectives for the next 12 months and beyond will be to achieve long-term growth potential through acquisitions or combinations with other businesses.

In addition to the parent Company, Versant International, Inc. operates three wholly-owned subsidiaries; Mamma’s Best LLC (“MB”), Strategic Management Consultants (“SMC”), and Grocers Direct (“GD”).

Through Mamma’s Best, LLC we produce and sell food products. Our products are available at well-known organic and natural food retail outlets primarily in the Los Angeles and Orange County locales. To date, our food products consist of a total of four barbeque sauces and marinades.

Strategic Management Consultants provides skilled advice for businesses to streamline and make more efficient management and organizational decisions. SMC formulates business strategies and improved operational performance by assessing the organization's current systems and processes; evaluating and recommending appropriate solutions; and ensuring success by mitigating potential risk. SMC provides the necessary resources, at all levels, to implement these new strategies and initiatives from sales and marketing, leadership, strategic partnerships, public relations, branding, financial forecasting and accounting.

Grocers Direct provides consulting and representation services for emerging natural food brands in the retail market place.

Prior to the acquisition of Mamma’s Best we were considered to be in the development stage as defined by United States generally accepted accounting principles.

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2. Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2013

Summary Of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Use of Estimates

Management makes estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods.  Actual results could vary from these estimates.

Principles of Consolidation

Our consolidated financial statements consist of our legal parent, Global Vision Holdings, Inc. and our wholly-owned subsidiaries, Mamma’s Best, LLC, Strategic Management Consultants, and Grocers Direct. All inter-company balances and transactions have been eliminated upon consolidation.

Cash and Cash Equivalents

We maintain our cash at federally insured financial institutions.  Cash equivalents with maturity dates less than 90 days from the date of origination are considered to be cash equivalents for financial reporting purposes.  We currently have no cash equivalents.

Fair Value

Cash and other current assets and liabilities are carried at cost which approximates their fair value in accordance with the fair value hierarchy as established by US GAAP.

Receivables

Accounts receivable consist of amounts due from our distributors. Accounts receivable are current in nature and we have not experienced any material collection issues. Our reserve for bad debt is based on factors including current sales amounts, historical charge-offs and specific accounts identified as high risk. Uncollectible accounts receivable are charged against the allowance for doubtful accounts when reasonable efforts to collect the amounts due have been exhausted.

Inventories

Inventories are stated at the lower of cost or market using the first-in first-out (“FIFO”) method. Inventory is produced, bottled, and packed for shipment by a third party manufacturer. We are not required to and have not entered into any firm purchase commitments with our manufacturer and we order inventory on a “just-in-time” basis.

Revenue Recognition

For our Mamma’s Best subsidiary, we recognize revenues upon delivery of our goods to a customer. This is generally the point at which title and risk of loss is transferred, and when payment has either been received or collection is reasonably assured. Revenues are recorded net of applicable incentives and promotions and include all shipping and handling costs passed to customers.

We recognize an allowance for sales returns based upon estimated and known returns. Product returns are recorded as a reduction of net revenues and as a reduction of the accounts receivable balance. When all revenues are collected within the same period, resulting in no outstanding receivables at the balance sheet date, the allowance is reclassified to current liabilities. Since inception, we have had an immaterial amount of our products returned.

Through our Grocer’s Direct subsidiary we enter into agreements with our customers to provide product maximization consulting and retail in-store monitoring services for emerging natural food brands. We recognize revenue from these arrangements on a monthly basis, subsequent to the agreed upon services being performed, payment is received, or collection is reasonably assured.

Cost of Goods Sold

Our cost of goods sold includes all production and handling costs to produce our products. We have not incurred material shipping and handling costs to date.

Selling, General, and Administrative Expenses

Marketing – We promote our products with trade promotions and other product demonstrations. These programs include in-store display incentives and volume-based incentives. We expense advertising costs either in the period the advertising first takes place or as incurred. Consumer incentive and trade promotion activities are recorded as a reduction to revenues. All marketing costs are recorded as an expense in the year incurred.

Goodwill

We test goodwill for impairment at least annually. We assess goodwill impairment risk by first performing a qualitative review of entity-specific, industry, market and general economic factors. If significant potential goodwill impairment risk exists, we apply a two-step quantitative test. The first step compares the estimated fair value with its carrying value. If the carrying value exceeds its fair value, the second step is applied to measure the difference between the carrying value and implied fair value of goodwill. If the carrying value of goodwill exceeds its implied fair value, the goodwill is considered impaired and reduced to its implied fair value.

Stock Based Compensation

We occasionally issue equity and equity linked instruments to employees and non-employees in lieu of cash for the receipt of goods and services and, in certain circumstances, the settlement of short-term loan arrangements.

For employees, we recognize compensation cost based on the grant date fair value over the requisite service period.

Stock-based payment transactions with non-employees are recognized at the fair value of our common stock on the earlier of the completion of the services or the date a performance commitment is reached.

Income Taxes

We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in financial statements or tax returns. Deferred tax items are reflected at the enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. Due to the uncertainty regarding the success of future operations, management has valued the deferred tax asset allowance at 100% of the related deferred tax assets.

As of December 31, 2012 and 2011, we did not have any amounts recorded pertaining to uncertain tax positions. We file federal income tax returns in the United States. We may be subject to reassessment of federal taxes for a period of three years from the date of the original notice of assessment in respect of any particular taxation year. For U.S. income tax returns, the open taxation years range from 2010 (year of inception) to 2012. In certain circumstances, the U.S. federal statute of limitations can reach beyond the standard three year period.

Earnings per Share

Basic earnings per share excludes dilution and is computed by dividing net income (loss) by the weighted-average number of Class A and Class B common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if the Class A common stock is converted to shares of Class B common in which each share of Class A common stock is convertible into two shares of Class B common stock. For the periods presented we incurred net losses which makes the Class A conversion anti-dilutive, and correspondingly not presented.

Reclassifications

In order to conform to the current year presentation certain amounts presented in the consolidated financial statements as of and for the period ended December 31, 2011 have been reclassified. The reclassification did not have any impact on the previously reported financial position, results of operations, or cash flows.

Going Concern

The accompanying financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.

We have only recently commenced revenue generating operations and have continued to incur losses since our inception in May 2010. Historically, through the year ended December 31, 2012, our cash flows from operations have not been sufficient to sustain our operations without supplemental raises of additional capital through issuances of our Class B common stock. These factors raise substantial doubt about our ability to continue as a going concern and our financial statements do not include any adjustments that might result from this uncertainty.

Our management implemented an aggressive marketing plan to significantly increase our product sales and service income. This plan includes, but is not limited to, increasing our product offerings, expanding geographical reach, and entering into other exclusive distribution agreements. Additionally, we will continue to supplement our operational plans via the issuance of equity and / or debt instruments. While we have been successful at obtaining this additional funding there is no assurance these efforts or our operational plans will be successful in the future.

Recent Accounting Pronouncements

There are no recently issued accounting pronouncements that the Company expects to have a material impact on the financial position, results of operations, or cash flows.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Stockholders' Equity/ (Deficit)
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock shares authorized	25,000,000	25,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common Class A
Stockholders' Equity/ (Deficit)
Common stock par value	$ 0.001	$ 0.001
Common stock authorized	200,000,000	200,000,000
Common stock issued	70,000,000	70,000,000
Common stock outstanding	70,000,000	70,000,000
Common Class B
Stockholders' Equity/ (Deficit)
Common stock par value	$ 0.001	$ 0.001
Common stock authorized	675,000,000	675,000,000
Common stock issued	71,570,334	71,570,334
Common stock outstanding	71,570,334	71,570,334

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Document And Entity Information	3 Months Ended
	Mar. 31, 2013	May 17, 2013
Document And Entity Information
Entity Registrant Name	Global Vision Holdings, Inc.
Entity Central Index Key	0001497120
Document Type	10-Q
Document Period End Date	Mar. 31, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		141,570,334
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2013

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Revenue
Net product sales	$ 33,101	$ 4,472
Cost of goods sold	21,763	3,619
Gross margin	11,338	853
Expenses
Compensation	10,200	2,569,697
Sales and marketing	7,613	910
Professional fees	134,468	86,571
Other general and adminstrative	22,474	11,725
Total operating expenses	174,755	2,668,903
Loss from operations	(163,417)	(2,668,050)
Interest expense	(1,107)	0
Net loss	$ (164,524)	$ (2,668,050)
Net loss per share - basic and diluted	$ 0.00	$ (0.04)
Weighted average shares outstanding	141,570,334	70,190,278

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2. Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2013

Summary Of Significant Accounting Policies Policies

Use of Estimates

Use of Estimates

Management makes estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods.  Actual results could vary from these estimates.

Principles of Consolidation

Principles of Consolidation

Our consolidated financial statements consist of our legal parent, Global Vision Holdings, Inc. and our wholly-owned subsidiaries, Mamma’s Best, LLC, Strategic Management Consultants, and Grocers Direct. All inter-company balances and transactions have been eliminated upon consolidation.

Cash and Cash Equivalents

Cash and Cash Equivalents

We maintain our cash at federally insured financial institutions.  Cash equivalents with maturity dates less than 90 days from the date of origination are considered to be cash equivalents for all financial reporting purposes.  We currently have no cash equivalents.

Fair Value

Fair Value

Cash and other current assets and liabilities are carried at cost which approximates their fair value in accordance with the fair value hierarchy as established by US GAAP.

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6. Subsequent Events

3 Months Ended

Mar. 31, 2013

Subsequent Events [Abstract]

Subsequent Events

On April 12, 2013 the Company completed the acquisition (the “Acquisition”) of all of the assets of a division of Max Communicating Resources, Inc. entitled The Place Media, relating to the production and distribution of magazines and online publications under the series “The Place – The Insider’s Guide to Southern California” (the “Business”). The Acquisition was completed pursuant to the terms of an Asset Purchase Agreement, dated as of April 12, 2013 (the “Purchase Agreement”), by and among The Place Media, LLC (“Buyer”, a wholly owned subsidiary of the Company), and Max Communicating Resources, Inc. (“Seller”).

Pursuant to the Purchase Agreement, the Company acquired substantially all of the assets relating to the Business for an aggregate purchase price of One Million Dollars ($1,000,000), consisting of (i) an initial cash payment of $140,000 on the Closing Date; (ii) monthly cash payments totaling $60,000 during the year immediately following the Closing; and $800,000 in the form of a promissory note.

The promissory note issued to the Seller on the Closing Date contains the following material terms: no interest is due under the note except in the event of a default; the amortization schedule calls for semi-annual principal payments commencing March 1, 2014 and ending September 1, 2019 and prepayment is permitted without penalty. In addition, the promissory note provides for potential reductions in the principal amount of the Note of up to $200,000 under certain circumstances. The promissory note is guaranteed by the Company.

The Place Media, LLC, the entity which purchased the assets, will operate as a wholly owned subsidiary of Global Vision Holdings, Inc.

On April 24, 2013 the Company issued a promissory note to JMJ Financial (“Lender”), having principal amount of up to $500,000 for up to $450,000 in consideration with a ten percent original issue discount (the “Note”). The Note was funded as to $50,000 on April 24, 2013.

The principal balance of the Note is convertible into Class B common stock of the Company, at the election of the Holder, at any time after the issuance date. The conversion price of the Note is based on a measure of the market price of the Class B common stock (as determined in accordance with the Note). The Note has a one year term. The Company may repay the Note at any time on or before 90 days from the issuance date and incur no interest in addition to the original issue discount; or if the Company does not repay the Note during that time period, a 12% interest rate shall apply. The Note contains default provisions, including provisions for potential acceleration of the Note and a default premium.

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3. Inventory (Narrative) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Inventory Narrative
Finished goods inventory	$ 10,598	$ 3,208

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4. Convertible Promissory Notes (Narrative) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Proceeds from convertible promissory notes	$ 176,500	$ 0
Convertible Promissory Note
Proceeds from convertible promissory notes	42,500
Interest rate on notes	8.00%
Maturity date	Dec. 06, 2013
Accredited Investors
Proceeds from convertible promissory notes	$ 134,000
Interest rate on notes	10.00%
Maturity date	Mar. 31, 2015

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cash Flows from Operating Activities
Net loss	$ (164,524)	$ (2,668,050)
Stock based compensation	46,499	2,569,697
Amortization of original issue discount	774	0
Change in accounts receivable	(23,113)	(647)
Change in prepaid expenses	0	(5,020)
Change in accounts payable	38,844	22,952
Decrease in inventories	(7,390)	3,619
Net cash used in operating activities	(108,910)	(77,449)
Cash Flows from Investing Activities
Cash received in subsidiary acquisition	0	2,907
Cash Flows from Financing Activities
Proceeds from shareholder advances	55,400	17,938
Proceeds from issuance of convertible promissory notes	176,500	0
Proceeds from issuances of common stock	0	79,500
Net cash provided by financing activities	231,900	97,438
Net increase in cash and cash equivalents	122,990	22,896
Cash and cash equivalents at beginning of the period	15,883	15,000
Cash and cash equivalents at end of the period	$ 138,873	$ 37,896
Supplementary Disclosures of Cash Flow Information
The Company did not pay any interest or taxes for the nine months ended March 31, 2013 and 2012, respectively.	-
Non-Cash Investing and Financing Activities
During the three months ended March 31, 2012 the Company issued 10,000,000 shares of Class B common stock, valued at $100,000, to acquire the identifiable assets including goodwill along with the assumed liabilities of its wholly-owned subsidiary Mamma's Best, LLC.	-

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5. Related Party Transactions

3 Months Ended

Mar. 31, 2013

Related Party Transactions [Abstract]

Related Party Transactions

During the three months ended March 31, 2013 our officers and key employees provided operating advances totaling $55,400 which are due on demand.