Eco-Stim Energy Solutions, Inc. - FORM 10-Q

Attached files

file	filename
EX-32.1 - CERTIFICATION - Eco-Stim Energy Solutions, Inc.	vigs_ex321.htm
EX-31.2 - CERTIFICATION - Eco-Stim Energy Solutions, Inc.	vigs_ex312.htm
EX-31.1 - CERTIFICATION - Eco-Stim Energy Solutions, Inc.	vigs_ex311.htm
EX-32.2 - CERTIFICATION - Eco-Stim Energy Solutions, Inc.	vigs_ex322.htm

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, 2010

¨ 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, Suite 530, La Jolla, California 92037

Telephone: (858) 405-7385

E-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 ¨ 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 þ 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 11, 2010 was 75,493,885.

VISION GLOBAL SOLUTIONS, INC.

FORM 10-Q

INDEX

PART I. FINANCIAL INFORMATION

Item 1	Financial Statements.	4
	(a) Condensed Balance Sheet as of June 30, 2010 (unaudited) and March 31, 2010 (audited)	4
	(b) Statement of Operations (unaudited) for the Three Months ended June 30, 2010 and 2009 (Unaudited)	5
	(c) Statement of Cash Flows (unaudited) for the Three Months ended June 30, 2010 and 2009 (Unaudited)	6
	(d) Notes to Condensed Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	10
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	15
Item 4T.	Controls and Procedures.	16

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings.	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	17
Item 3.	Defaults Upon Senior Securities.	17
Item 4.	Submission of Matters to a Vote of Security Holders.	17
Item 5.	Other Information	17
Item 6.	Exhibits	17

	SIGNATURES	18

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.

PART I - FINANCIAL INFORMATION

ITEM 1- FINANCIAL STATEMENTS..

VISION GLOBAL SOLUTIONS, INC.

BALANCE SHEETS

As of June 30, 2010 (unaudited) and March 31, 2010 (audited)

	June 30,			March 31,
	2010			2010

ASSETS
CURRENT ASSETS
Cash		3,176		$	551

TOTAL ASSETS	$	3,176		$	551

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Account payable and accrued expenses		22,288		$	22,643
Loan payable - related party		166,856			150,855
Total Current Liabilities		189,144			173,498

COMMITMENTS AND CONTINGENCIES		-			-

STOCKHOLDERS' DEFICIT
Series A Preferred Stock, 1,000,000 shares authorized 0 issued and outstanding		-			-
Blank Check Preferred Stock 4,000,000 shares authorized, 0 issued and outstanding		-			-
Common stock, Class A, $0.001 par value, unlimted 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		(4,787,067	)		(4,774,046	)
Total Stockholders' Deficit		(185,968	)		(172,947	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	3,176		$	551

The accompanying notes are an integral part of the financial statements.

VISION GLOBAL SOLUTIONS, INC.

STATEMENTS OF OPERATIONS

	For The Three Months Ended June 30,
	2010			2009

REVENUE	$	-		$	-

COSTS AND OPERATING EXPENSES
General and administrative expenses		10,449			9,244
Total Operating Expesnes		10,449			9,244

NET LOSS FROM OPERATIONS		(10,449	)		(9,244	)

OTHER EXPENSES
Interest expense		2,572			1,877

NET LOSS	$	(13,021	)	$	(11,121	)

Net loss per common share - basic and diluted
	$	0.00		$	0.00

Weighted average number of common shares
outstanding - basic and diluted		75,493,885			75,493,885

The accompanying notes are an integral part of the financial statements.

VISION GLOBAL SOLUTIONS, INC.

STATEMENTS OF CASH FLOWS

	For The Three Months Ended June 30,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		(13,021	)	$	(11,121	)
Adjustments to reconcile net loss to net cash used in
operating activities
Changes in operating assets and liabilities
Increase in accounts payable and accrued expenses		(355	)		166
Net Cash Provided by Operating Activities		(13,376	)		(10,955	)


CASH FLOWS FROM FINANCING ACTIVITIES:
Note payable related party		16,001			10,955
Net Cash Used in Financing Activities		16,001			10,955

EXCHANGE RATE LOSS		-			-

NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS		2,625			-

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		551			89

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3,176			89

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:

Interest paid	$	-		$	-
Income taxes	$	-		$	-
Common Stock issued for payment of accrued legal fees	$	-		$	-

The accompanying notes are an integral part of the financial statements.

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.

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in Vision Global's annual report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal year ended March 31, 2010 as reported in the Form 10-K have been omitted.

Interim Financial Statements. The interim financial statements presented herein have been prepared pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. 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, 2010 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, 2011.

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.

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.

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 receivable, accounts payable and accrued liabilities, income tax payable and related party payable approximate fair value due to their short maturities.

Recent Accounting Pronouncements

In October 2009, the FASB has published ASU 2009-13, “Revenue Recognition (Topic 605)-Multiple Deliverable Revenue Arrangements”, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Specifically, this guidance amends the criteria in Subtopic 605-25, “Revenue Recognition-Multiple-Element Arrangements”, for separating consideration in multiple-deliverable arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method and also requires expanded disclosures. The guidance in this update is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The adoption of this standard did not have an impact on the Company’s financial position and results of operations.

NOTE 2 – LOAN PAYABLE – RELATED PARTY

On June 26, 2009, the Company executed a promissory note in the amount of $15,500 with Navitas Capital, LLC (“Navitas”). The note automatically matured and was due and payable on October 1, 2009. Interest accrued from the date of this note on the unpaid principal amount at a rate equal to 10% per annum, compounded annually and pro-rated for any partial periods. Navitas owns approximately 10% equity interest of the Company. On November 10, 2009, the Company executed a promissory note in the amount of $26,061 with Navitas which consisted of $15,500 previously described in the Promissory Note dated June 26, 2009, and an additional $10,000 paid to the Company, along with accrued interest. The prior Note is replaced and superceded in its entirety by the Note dated November 10, 2009. The Note will automatically mature and be due and payable on November 4, 2010. Interest shall accrue from the date of this note on the unpaid principal amount at a rate equal to 10% per annum, compounded annually and pro-rated for any partial periods. Accrued interest at June 30, 2010 and March 31, 20 10 amounted to $1,410 and $704, respectively.

On June 14, 2010, the Company executed a promissory note in the amount of $16,000 with Navitas Capital, LLC (“Navitas”). The note automatically matures and is due and payable on November 3, 2010. Interest accrued from the date of this note on the unpaid principal amounts at a rate equal to 10% per annum, compounded annually and pro-rated for any partial periods. If the note is not repaid by November 3, 2010 a penalty rate of 15% per annum will accrue. Navitas owns approximately 10% equity interest of the Company. Accrued interest at June 30, 2010 amounted to $1,051.

As of June 30, 2010, the Company received a total of $124,794 as a working capital loan. The amounts are payable upon demand and bear interest at a rate of 6% per annum. Accrued interest at June 30, 2010 and March 31, 2010 amounted to $18,680 and $16,813, respectively.

NOTE 3 – GOING CONCERN

As reflected in the accompanying financial statements, the Company has no operations, a net loss of $13,021 for the three months ended June 30, 2010, an accumulated deficit of $4,787,067, and a working capital deficiency of $185,968. 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

On August 9, 2010, the Company executed a promissory note in the amount of $5,000 with Navitas Capital, LLC (“Navitas”). The note automatically matures and is due and payable on September 30, 2010. Interest accrued from the date of this note on the unpaid principal accrues at a rate equal to 10% per annum and is pro-rated for any partial periods. It the note is not repaid by September 30, 2010 a penalty rate of 15% per annum will accrue.

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 accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:

●	History and Development of Vision Global Solutions, Inc.

●	Results of Operations.

●	Liquidity and Capital Resources.

●	Critical Accounting Estimates.

The following discussion should be read in conjunction with the Vision Global Solutions, Inc. consolidated 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.

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, Inc. was incorporated on September 9, 1999. Immediately prior to the amalgamations discussed below, 1397629 Ontario, Inc. 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 Ouellette, Inc., which supplied significant financing via loans and share capital.

In November 2003, we changed our incorporation domicile from Ontario, Canada to Nevada, United States.

Vision Global Solutions Inc., as a Nevada corporation (the “Corporation”), was formed on November 20, 2003 and the formal transition occurred subsequent to the March 31, 2004 year end.

Termination of the Corporation’s Proposed Merger and Reorganization With Vesmark, Inc.

On October 12, 2006, the Corporation entered into an Agreement to Terminate Agreement and Plan of Merger and Reorganization by and among Vesmark, Inc., a Pennsylvania corporation, and certain shareholders of Vesmark, Inc. (the “Rescission Agreement”). As of December 14, 2006, the Corporation terminated the Agreement and Plan of Merger and Reorganization by and among Vesmark Inc., a Pennsylvania corporation (“Vesmark”), Vision Acquisition Corp. (“Merger Sub”) and the Corporation which was entered into by and among the parties on September 15, 2005 (the “Merger Agreement”). On September 15, 2005, the Corporation filed a Form 8-K with the United States Securities and Exchange Commission (the “SEC”) describing the merger contemplated by the Merger Agreement. By resolution of the Corporation, the effective date of the Rescission Agreement is December 14, 2006.

Pursuant to Section 8.1.1 of the Merger Agreement, the Merger Agreement could be terminated and the merger abandoned at any time prior to the effective date by written agreement, duly authorized by the boards of directors of the Corporation, Merger Sub and Vesmark. The effective date of the Merger Agreement was defined in the Merger Agreement as “… 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”. Several conditions of closing of the merger did not occur and, therefore, the effective date of the merger contemplated in the Merger Agreement also did not occur. No assets of Vesmark were ever transferred to the Corporation and no merger was effected between the parties.

Pursuant to Article 1.3.2, Article 1.4 and Article 1.5 of the Merger Agreement, the Corporation issued and delivered to certain shareholders certain shares of Common Stock, Preferred Stock and Warrants of the Corporation (collectively, the “Stock Consideration”). Because the merger did not occur, the Stock Consideration should not have been issued and delivered. Accordingly, all Stock Consideration has been returned to the Corporation for cancellation, with the sole exception of 800,000 shares of Common Stock owned by Raymond P. Sobieralski.

Pursuant to the terms of the Merger Agreement, a Secured Promissory Note was issued on April 7, 2005 wherein the Corporation was to pay to Vesmark the principal amount of $15,000 (the “Note”). Vesmark has agreed to accept, and the Corporation has agreed to pay, $24,200 in full satisfaction of all principal, interest, and legal fees due under the Note.

The foregoing description of the Rescission Agreement is only a summary and is qualified in its entirety by reference to the copy of the Rescission Agreement filed as Exhibit 10.1 attached to the Form 8-K filed by the Corporation on December 14, 2006.

Changes in Control of the Corporation

As of December 14, 2006, the Corporation effected a change in control described more particularly in the Form 8-K filed by the Corporation on December 14, 2006. Previously, the Corporation had issued a total of 77,693,885 shares of Common Stock and had authorized 200,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock. The Corporation’s former President, Jean-Paul Ouellette ("JPO"), owned 50,000,000 shares of the issued and outstanding Corporation’s Common Stock.

On November 12, 2006, the Corporation approved by Unanimous Written Consent of the Directors of the Corporation (the “UWC Terminating the Merger”) the following actions of the Corporation: (i) divestiture of all of

the assets and liabilities from the Corporation to JPO according the terms of the Assignment and Assumption Agreement; (ii) transfer of all of the outstanding shares of Common Stock of Vision Ontario, Inc. and its holdings (which include Vision R/4 and A.R.T.I.) to JPO; and (iii) approval of the form of agreement to terminate the plan of merger and reorganization with Vesmark. The UWC Terminating the Merger is filed as Exhibit 99.1 to the Form 8-K filed by the Corporation on December 14, 2006 and is incorporated herein by this reference.

On November 13, 2006, the JPO and the Corporation entered into a Bill of Sale and Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”) whereby JPO assumed all of the assets and liabilities of the Corporation. The assets assumed by JPO included all of the shares of Vision R/4 Corporation, a private (Canadian) federal corporation (“Vision R/4”), and A.R.T.I. Vision Inc., a private (Canadian) federal corporation (“A.R.T.I.”) (collectively, the “Assets”), both wholly-owned subsidiaries of the Corporation. The liabilities assumed by JPO include, but are not limited to, all of the liabilities of Vision R/4 and A.R.T.I. (the “Liabilities”). The Assets were valued at less than the Liabilities. The Assignment and Assumption Agreement is filed as Exhibit 10.2 to the Form 8-K filed by the Corporation on December 14, 2006 and is incorporated herein by this reference.

On November 14, 2006, JPO combined his interest with the interests owned by the following persons: Dwayne Bigelow (“DBW”), owner of 420,000 shares of the Common Stock of the Corporation; Andrew Belinsky (“ABY”), owner of 760,000 shares of the Common Stock of the Corporation; Angela Musgrave (“AMV”), owner of 760,000 shares of the Common Stock of the Corporation; Jasago Partners, Inc. (“JASAGO”), owner of 800,000 shares of the Common Stock of the Corporation; and Amazon Energy & Communications, Inc. (“AMAZON”), owner of 1,300,000 shares of the Common Stock of the Corporation for a total of 54,040,000 shares (collectively, the sellers are referred to herein as the “Sellers” and their shares are collectively referred to herein as the “Sellers’ Shares”). Collectively, the Sellers entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with certain buyers (the “Buyers”), described below, and agreed to sell the Sellers’ Shares to the Buyers for $650,000. The Share Purchase Agreement is filed as Exhibit 99.2 to the Form 8-K filed by the Corporation on December 14, 2006 and is incorporated herein by this reference.

On December 14, 2006, by Unanimous Written Consent (the “UWC Setting the Effective Date”) the Corporation established the effective date of the change of control of the Corporation as December 14, 2006 (the “Effective Date”). In the UWC Setting the Effective Date, the Corporation also accepted the resignation of JPO as the sole director of the Corporation and appointed Mr. John Kinney as the new sole director of the Corporation. The UWC Setting the Effective Date is filed as Exhibit 99.3 to the Form 8-K filed by the Corporation on December 14, 2006 and is incorporated herein by this reference.

The foregoing descriptions of the UWC Terminating the Merger, the Assignment and Assumption Agreement, the Share Purchase Agreement, and the UWC Setting the Effective Date are only summaries and are qualified in their entirety by reference to the copies of the agreements filed as Exhibits 99.1, 10.2, 99.2, 99.3 to the Form 8-K filed by the Corporation on December 14, 2006.

Resignation and Release of JPO

Jean-Paul Ouellette executed a Resignation and Release as a partial step in the Change of Control of the Registrant described above (the “Resignation and Release”) that effected JPO’s resignation as director, officer and employee of the Corporation effective upon the date that JPO received notice from a majority of Shareholders and released the Corporation from any and all claims JPO has ever had against the Corporation that are related to his employment for or service to the Corporation. JPO received such notice on December 14, 2006. The Resignation and Release is filed as Exhibit 10.3 to the Form 8-K filed by the Corporation on December 14, 2006 and is incorporated herein by this reference.

Immediately after the appointment of Mr. John Kinney as the sole Director of the Corporation by the UWC Setting the Effective Date described above, the Corporation, by Unanimous Written Consent of the Board of Directors, appointed Mr. Kinney as the President and Chief Executive Officer of the Corporation (the “UWC Appointing the CEO”). By operation of the Corporation’s Bylaws, Mr. Kinney also served as the Corporation’s Principal Accounting Officer. As of December 14, 2006, Mr. John Kinney executed an Employment Agreement (the “Employment Agreement”) with the Corporation to establish his compensation at 25,000 shares of Common Stock of the Corporation in exchange for Mr. Kinney’s services to the Corporation as its President, Chief Executive Officer and Sole Director for up to two years or until the Corporation is merged with an operating company. The UWC Appointing the CEO and the Employment Agreement are filed as an Exhibits 99.4 and 10.4, respectively, to the Form 8-K filed by the Corporation on December 14, 2006 and are incorporated herein by this reference.

The foregoing descriptions of the Resignation and Release, the UWC Appointing the CEO and the Employment Agreement are only summaries and are qualified in their entirety by reference to the copies of the agreements filed as Exhibits 10.3, 99.4 and 10.4 attached to the Form 8-K filed by the Corporation on December 14, 2006. Vision's Global Solutions Inc. principal executive offices are located at 20400 Stevens Creek Blvd., Suite 700, Cupertino, California 95014; telephone (408) 873-0400.

Merger with Fortes

On May 14, 2008, the Corporation, VGS Acquisition Corp., a Delaware corporation and our wholly-owned subsidiary (“VGS”), and Fortes Financial, Inc. (“Fortes”), entered into an Agreement and Plan of Reorganization, pursuant to which VGS would merge with and into Fortes, with Fortes being the surviving corporation and becoming our wholly-owned subsidiary. This agreement was amended and restated by the parties on August 4, 2008 (as amended, the “Merger Agreement”). These agreements were filed as Exhibits to the Form 8-K’s filed by the Corporation on May 14, 2008, and August 8, 2008, respectively.

On November 4, 2008, the parties mutually terminated the Merger Agreement, and executed a release extinguishing themselves from all claims, obligations, rights and responsibilities arising from the merger transaction. The Corporation filed a Current Report on Form 8-K describing the termination of the merger, and the Termination and Release Agreement was attached as Exhibit 2.1 thereto.

Resignation of John Kinney and Appointment of Todd Waltz

On November 3, 2009, the Corporation, by Unanimous Written Consent of the Board, elected Mr. Todd Waltz as the sole Director of the Corporation and also appointed Mr. Waltz as the President and Chief Executive Officer of the Corporation (the “UWC Appointing the CEO”). By operation of the Corporation’s Bylaws, Mr. Waltz also serves as the Corporation’s Principal Accounting Officer. As of November 4, 2009, Mr. Todd Waltz executed an Employment Agreement (the “Employment Agreement”) with the Corporation covering Mr. Waltz’s services to the Corporation as its President, Chief Executive Officer and Sole Director for up to two years or until the Corporation is merged with an operating company. The terms of the Employment Agreement regarding compensation will be determined by the Board of Directors in the future. The UWC Appointing the CEO and the Employment Agreement are filed as Exhibits 2.2 and 2.3, respectively, to the Form 8-K filed by the Corporation on November 5, 2009 and are incorporated herein by this reference.

Immediately thereafter, John Kinney executed a Resignation Letter from his position as director, officer and employee of the Corporation effective as of November 3, 2009. The Resignation is filed as Exhibit 2.1 to the Form 8-K filed by the Corporation on November 5, 2009 and is incorporated herein by reference.

Results of Operations

As a result of the Corporation’s termination of its merger agreement with Fortes as described herein, the Merger will not occur. Accordingly, the Corporation has minimal cash and approximately $189,000 in accounts payable and loan payable. 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 like Fortes 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.

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.

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

Recently Issued Accounting Pronouncements

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Our Chief Executive Officer is responsible for establishing and maintaining disclosure controls and procedures for us as defined in Rules 13a-15(e) and 15d-(15(e) of the Securities Exchange Act of 1934. Disclosure controls and procedures are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this report, is recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and to reasonably assure that such information is accumulated and communicated to our management, including our Chief Executive Officer who also acts as our principal financial and principal accounting officer, to allow timely decisions regarding required disclosure.

Our management does not expect that our disclosure controls or our internal controls will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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 of the period ended June 30, 2010 (the “Evaluation Date”). As of the Evaluation Date, our Chief Executive Officer who also serves as our principal financial and accounting officer, concluded that we maintain disclosure controls and procedures that are effective in providing reasonable assurance that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

Changes in Internal Controls

There was no change in our internal control over financial reporting identified in connection with our evaluation that occurred during our last fiscal 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.

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. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS.

31.1	Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.

32.1	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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.


	By:	/s/ Todd Waltz
		Todd Waltz (Principal Accounting Officer)
		Todd Waltz (Principal Accounting Officer)

Date:August 16, 2010

Eco-Stim Energy Solutions, Inc. - FORM 10-Q - August 16, 2010

Attached files

Eco-Stim Energy Solutions, Inc. Reports