UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549








FORM 10-Q








|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the Quarterly Period Ended June 30,
2013



or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



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 Number)     
|                                                                       | 
|19200 Von Karman, 6th Floor, Irvine, CA 92612                          |  | (949) 281-6438                                      
|(Address of Principal Executive Offices) (Zip Code)                    |  | (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 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.    x  Yes     ̈  No



Indicate by checkmark whether the Registrant has submitted electronically
and posted on its corporate Website, 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).   x  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. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange
Act of 1934.



|Large Accelerated Filer |  |  ̈ |  | Accelerated Filer         |  |  ̈
|----------------------- |  | - |  | ------------------------- |  | -
|Non-Accelerated Filer   |  |  ̈ |  | Smaller Reporting Company |  | x



Indicate by check mark whether the Registrant is a shell company
(as defined in Rule 12b-2 of the Securities Exchange Act of 1934).     ̈  Yes    x  No



As of July 22, 2013, 141,498,332 shares of the registrant's
Class B common stock were outstanding (on a fully diluted basis assuming the conversion of Class A common stock).


















TABLE OF CONTENTS



|Part I.    | FINANCIAL INFORMATION                                                                      |   
|---------- | ------------------------------------------------------------------------------------------ | --
|           |                                                                                            |   
|Item 1.    | Financial Statements                                                                       | 3 
|           |                                                                                            |   
|           | Balance Sheet as of June 30, 2013 and December 31, 2012                                    | 3 
|           |                                                                                            |   
|           | Statements of Operations for the Three and Six Months Ended June
    30,     2013 and 2012 | 4 
|           |                                                                                            |   
|           | Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012                   | 5 
|           |                                                                                            |   
|           | Notes to Interim Statements                                                                | 6 
|           |                                                                                            |   
|Item 2.    | Management's Discussion and Analysis of Financial Condition and Results of Operations      | 9 
|           |                                                                                            |   
|Item 4.    | Controls and Procedures                                                                    | 12
|           |                                                                                            |   
|Part II.   | Other Information                                                                          |   
|           |                                                                                            |   
|Item 1.    | Legal Proceedings                                                                          | 13
|           |                                                                                            |   
|Item 2.    | Recent Sales of Unregistered Securities                                                    | 13
|           |                                                                                            |   
|Item 3.    | Defaults Upon Senior Securities                                                            | 13
|           |                                                                                            |   
|Item 4.    | Submission of Matter to a Vote of Security Holders                                         | 13
|           |                                                                                            |   
|Item 5.    | Other Information                                                                          | 13
|           |                                                                                            |   
|Item 6.    | Exhibits                                                                                   | 13
|           |                                                                                            |   
|Signatures |                                                                                            | 14





2







PART I. FINANCIAL INFORMATION



Item 1. Financial Statements



Global Vision Holdings, Inc

(formerly Versant International, Inc.)

CONSOLIDATED BALANCE SHEETS



|ASSETS                                                                                                                                                                 |  |               |            |   |                   |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | ----------------- | -
|                                                                                                                                                                       |  | June 30, 2013 |            |   | December 31, 2012 |  
|                                                                                                                                                                       |  | (unaudited)   |            |   |                   |  
|Current Assets                                                                                                                                                         |  |               |            |   |                   |  
|Cash and cash equivalents                                                                                                                                              |  | $             | 4,088      |   |                   | $
|Accounts receivable                                                                                                                                                    |  |               | 91,198     |   |                   |  
|Inventory                                                                                                                                                              |  |               | 10,654     |   |                   |  
|Prepaid expenses                                                                                                                                                       |  |               | 23,891     |   |                   |  
|                                                                                                                                                                       |  |               |            |   |                   |  
|Total current assets                                                                                                                                                   |  |               | 129,831    |   |                   |  
|                                                                                                                                                                       |  |               |            |   |                   |  
|Furniture and Fixtures, net                                                                                                                                            |  |               | 20,364     |   |                   |  
|                                                                                                                                                                       |  |               |            |   |                   |  
|Other Assets                                                                                                                                                           |  |               |            |   |                   |  
|Deposits                                                                                                                                                               |  |               | 10,075     |   |                   |  
|Goodwill                                                                                                                                                               |  |               | 1,110,076  |   |                   |  
|                                                                                                                                                                       |  |               |            |   |                   |  
|Total assets                                                                                                                                                           |  | $             | 1,270,346  |   |                   | $
|                                                                                                                                                                       |  |               |            |   |                   |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                                         |  |               |            |   |                   |  
|                                                                                                                                                                       |  |               |            |   |                   |  
|Current Liabilities                                                                                                                                                    |  |               |            |   |                   |  
|Accounts payable                                                                                                                                                       |  | $             | 128,606    |   |                   | $
|Advance from shareholder                                                                                                                                               |  |               | 42,600     |   |                   |  
|Convertible notes, net of discount                                                                                                                                     |  |               | 402,955    |   |                   |  
|Current portions of promissory notes payable                                                                                                                           |  |               | 55,000     |   |                   |  
|Derivative liability                                                                                                                                                   |  |               | 149,185    |   |                   |  
|                                                                                                                                                                       |  |               |            |   |                   |  
|Total current liabilities                                                                                                                                              |  |               | 778,346    |   |                   |  
|                                                                                                                                                                       |  |               |            |   |                   |  
|Long-Term Liabilities                                                                                                                                                  |  |               |            |   |                   |  
|                                                                                                                                                                       |  |               |            |   |                   |  
|Promissory notes payable, net of current portion                                                                                                                       |  |               | 800,000    |   |                   |  
|                                                                                                                                                                       |  |               |            |   |                   |  
|Total liabilities                                                                                                                                                      |  |               | 1,578,346  |   |                   |  
|                                                                                                                                                                       |  |               |            |   |                   |  
|                                                                                                                                                                       |  |               |            |   |                   |  
|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 June 30, 2013 and December 31, 2012, respectively |  |               | 70,000     |   |                   |  
|Class B Common stock, $.001 par value, 675,000,000 shares authorized 71,570,334 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively     |  |               | 71,570     |   |                   |  
|Treasury stock                                                                                                                                                         |  |               | (1,084,600 | ) |                   |  
|Additional paid in capital                                                                                                                                             |  |               | 3,786,766  |   |                   |  
|Accumulated deficit                                                                                                                                                    |  |               | (3,151,736 | ) |                   |  
|                                                                                                                                                                       |  |               |            |   |                   |  
|Total stockholders' equity (deficit)                                                                                                                                   |  |               | (308,000   | ) |                   |  
|                                                                                                                                                                       |  |               |            |   |                   |  
|Total liabilities and stockholders' equity (deficit)                                                                                                                   |  | $             | 1,270,346  |   |                   | $



The accompanying notes are an integral part
of these financial statements



3





Global Vision Holdings, Inc.

(formerly Versant International, Inc.)

CONSOLIDATED STATEMENTS OF OPERATIONS



|                                            |  | For the Three Months Ended |             |   | For the Six Months Ended |  
|------------------------------------------- |  | -------------------------- | ----------- | - | ------------------------ | -
|                                            |  | June 30,                   |             |   | June 30,                 |  
|                                            |  | 2013                       |             |   | 2012                     |  
|                                            |  | (unaudited)                |             |   | (unaudited)              |  
|Revenue                                     |  |                            |             |   |                          |  
|Net sales                                   |  | $                          | 189,318     |   |                          | $
|Cost of goods sold                          |  |                            | 122,264     |   |                          |  
|                                            |  |                            |             |   |                          |  
|Gross margin                                |  |                            | 67,054      |   |                          |  
|                                            |  |                            |             |   |                          |  
|Expenses                                    |  |                            |             |   |                          |  
|Compensation                                |  |                            | 29,744      |   |                          |  
|Sales and marketing                         |  |                            | 24,508      |   |                          |  
|Professional fees                           |  |                            | 111,593     |   |                          |  
|Other general and administrative            |  |                            | 49,044      |   |                          |  
|                                            |  |                            |             |   |                          |  
|Total operating expenses                    |  |                            | 214,889     |   |                          |  
|                                            |  |                            |             |   |                          |  
|Loss from operations                        |  |                            | (147,835    | ) |                          |  
|                                            |  |                            |             |   |                          |  
|Other income (expense)                      |  |                            |             |   |                          |  
|Interest expense                            |  |                            | (66,681     | ) |                          |  
|Financing fees                              |  |                            | (132,600    | ) |                          |  
|Loss on change in fair value of derivatives |  |                            | (16,585     | ) |                          |  
|                                            |  |                            |             |   |                          |  
|Total other expenses                        |  |                            | (215,866    | ) |                          |  
|                                            |  |                            |             |   |                          |  
|Net loss                                    |  | $                          | (363,701    | ) |                          | $
|                                            |  |                            |             |   |                          |  
|Net loss per share - basic and diluted      |  | $                          | (0.00       | ) |                          | $
|                                            |  |                            |             |   |                          |  
|Weighted average shares outstanding         |  |                            | 141,570,334 |   |                          |  





The accompanying notes are an integral part
of these financial statements





4





Global Vision Holdings, Inc.

(formerly Versant International, Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                  |  | For the Six Months Ended |         
|--------------------------------------------------------------------------------- |  | ------------------------ | --------
|                                                                                  |  | June 30,                 |         
|                                                                                  |  | 2013                     |         
|                                                                                  |  | (unaudited)              |         
|Cash Flows from Operating Activities                                              |  |                          |         
|                                                                                  |  |                          |         
|Net loss                                                                          |  | $                        | (528,225
|                                                                                  |  |                          |         
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                          |         
|Stock based compensation                                                          |  |                          | 74,167  
|Non-cash finance fees and amortization of debt discount                           |  |                          | 200,388 
|Loss on change in fair value of derivatives                                       |  |                          | 16,585  
|Change in accounts receivable                                                     |  |                          | (82,388 
|Change in prepaid expenses                                                        |  |                          | –       
|Change in inventories                                                             |  |                          | (7,446  
|Change in deposits                                                                |  |                          | (7,350  
|Change in accounts payable                                                        |  |                          | 102,374 
|                                                                                  |  |                          |         
|Net cash used in operating activities                                             |  |                          | (231,895
|                                                                                  |  |                          |         
|Cash Flows from Investing Activities                                              |  |                          |         
|Purchase of furniture and fixtures                                                |  |                          | (20,364 
|Cash received in subsidiary acquisition                                           |  |                          | –       
|                                                                                  |  |                          |         
|Net cash provided by (used in) operating activities                               |  |                          | (20,364 
|                                                                                  |  |                          |         
|Cash Flows from Financing Activities                                              |  |                          |         
|Proceeds from shareholder advances                                                |  |                          | 55,400  
|Payments on shareholder advances                                                  |  |                          | (12,800 
|Proceeds from issuance of convertible promissory notes                            |  |                          | 326,500 
|Payments on promissory notes payable                                              |  |                          | (149,000
|Proceeds from issuances of common stock                                           |  |                          | –       
|                                                                                  |  |                          |         
|Net cash provided by financing activities                                         |  |                          | 220,100 
|                                                                                  |  |                          |         
|Net increase in cash and cash equivalents                                         |  |                          | (11,795 
|                                                                                  |  |                          |         
|Cash and cash equivalents at beginning of the period                              |  |                          | 15,883  
|                                                                                  |  |                          |         
|Cash and cash equivalents at end of the period                                    |  | $                        | 4,088   



Supplementary Disclosures of Cash
Flow Information



The Company did not pay any interest or taxes for the six months
ended June 30, 2013 and 2012, respectively



Non-Cash Investing and Financing Activities



During the six months ended June 30, 2013 the Company issued
the Seller notes payable totaling $860,000 related to its acquisition of its wholly-owned subsidiary, The Place Media.



During the six months ended June 30, 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



5





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. Prior to the acquisition
of Mamma’s Best, LLC in April 2012, the Company was considered to be in the development stage as defined by United States
generally accepted accounting principles.



In addition to the parent Company, Global Vision Holdings, Inc.
operates four wholly-owned subsidiaries: The Place Media, LLC (“The Place Media”); Mamma’s Best LLC (“Mamma’s
Best” or “MB”), Strategic Management Consultants, LLC (“Strategic Management” or “SMC”),
and Grocers Direct, LLC (“Grocers Direct” or “GD”).



One of our principal business objectives has been, and is, to
achieve long-term growth potential through acquisitions or combinations with other businesses.



In April 2013, we 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.



Through Mamma’s Best, LLC, which we acquired in April
2012, we produce and sell food products. Our Mamma’s Best products are available at well-known organic and natural food retail
outlets primarily in Southern California.



Strategic Management 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.



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.





6





Principles of Consolidation



Our consolidated financial statements consist of our legal parent,
Global Vision Holdings, Inc. and our wholly-owned subsidiaries, The Place Media, 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 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. Convertible notes
payable, along with their associated derivative conversion liabilities, are estimated at their fair value on as “if-converted”
basis on the applicable balance sheet date using a combination of Level 2 and Level 3 inputs within the fair value hierarchy as
established by US GAAP. Level 3 fair values are estimated through the use of a Black-Scholes pricing model assuming the instruments
will remain convertible throughout the contractual term; historical volatility of 100%; dividend yields of 0.0%; and a risk free
rate of 0.1% .



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.



Through our The Place Media subsidiary we enter into agreements
with our customers to provide advertising space within our Southern California distributed tourism guide. 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.



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 June 30, 2013 and December 31, 2012 we had finished goods inventory valued at $10,654 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 – Notes Payable



During the six months ended June 30, 2013 the Company entered
into short-term convertible promissory notes in exchange for total cash proceeds of $326,500 used in the acquisition of The Place
Media as described in Note 6 and to meet working capital obligations.





7





The notes are convertible into Class B shares of common stock,
predominantly at a minimum discount of 45% to the lowest trailing market prices ranging from 10-25 days (see Current Report filings
on Form 8-K throughout the period ended June 30, 2013 for more detail).



As of June 30, 2013 the Company recognized current obligations
associated with these notes totaling $402,955 net of discounts of $219,409. The Company also recognized derivative liabilities
of $149,185 associated with the variable conversion component of these notes. For the three and six months ended June 30, 2013
the Company recognized non-cash interest and financing expenses of $200,388 associated with these notes in addition to a loss of
$16,585 related to fluctuations in the estimated fair value of the variable conversion component. All of the convertible notes
mature within the twelve months of June 30, 2014.



The Company entered into a promissory note with the seller of
its wholly-owned subsidiary, The Place Media, totaling $860,000. The note requires payments totaling $60,000 in $5,000 increments
for the first twelve months subsequent to the acquisition agreement. The long-term portion of the obligation, totaling $800,000
is subject to certain adjustments as described in the Current Report on Form 8-K filed on April 17, 2013. As of June 30, 2013 the
obligation associated with this promissory totaled $855,000 of which $55,000 is classified as current.



Note 5 – Related Party Transactions



During the six months ended June 30, 2013 our officers and key
employees provided operating advances totaling $55,400 which are due on demand. As of June 30, 2013 the Company had remaining obligations
due to related parties of $42,600.



Note 6 – Acquisition of The Place Media, LLC



On April 12, 2013 the Company completed 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
an initial cash payment of $140,000 on the Closing Date;  monthly cash payments totaling $60,000 during the year immediately
following the Closing; and $800,000 in the form of an additional 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.



In the event the Company acquired The Place on January 1, 2013,
unaudited revenues associated with The Place for the six months ended June 30, 2013 would have been approximately $461,000 compared
to approximately $412,000 for the fiscal period ended 2012 Unadjusted and unaudited net income for the periods ended June 30, 2013
and 2012 are not currently estimable based on the information available as of the date of this report. The Company has recognized
provisional amounts associated with this acquisition that are subject to further adjustment upon completion of the GAAP defined
measurement period.



Note 7 – Subsequent Events



On August 8, 2013, the Company issued an additional convertible
promissory with a cash maturity value of $30,000. The terms of this note, other than principal amount, are substantially the same
as those previously in Current Reports on Form 8-K during the six months ended June 30, 2013.





8





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. (together with its subsidiaries and affiliates, 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, including the risk factors specifically identified in Section
1 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.



The Company will not undertake and specifically disclaims 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



Acquisition of The Place Media



During the quarter ended June 30, 2013, we added a new company
to our portfolio: The Place Media, LLC a travel-based publication company that produces The Place Magazine, a tourist and travel
guide that covers dining and entertainment options throughout Southern California, including Los Angeles, Orange County and San
Diego. With the acquisition of The Place Media, LLC, we currently operate through four wholly owned subsidiaries: The Place Media,
LLC, Mamma’s Best, LLC, Grocer’s Direct, LLC and Strategic Management Consultants.



The acquisition of The Place Media was completed pursuant to
the terms of an Asset Purchase Agreement, dated as of April 12, 2013, by and among The Place Media, LLC (a wholly owned subsidiary
of the Company) and Max Communicating Resources, Inc. (“Seller”). Pursuant to the purchase agreement, we acquired substantially
all of the assets relating to the business of The Place Media for an aggregate purchase price of One Million Dollars ($1,000,000),
consisting of: an initial cash payment of $140,000 on the Closing Date; 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. Effective as of the Closing Date, the sole shareholder
of Seller also entered into a non-competition agreement and a consulting agreement with the Buyer.



9





Operations of The Place Media



The Place Magazines currently reach over 1.5 million visitors
each month, distributed in-room and in lobbies of over 600 Southern California hotels, ranging from large Hilton and Radisson locations
to smaller beach boutique hotels. The magazines include insider tips on places to eat, things to do, as well as customized TV listings
for the area and coupons for local attractions and theme parks. Advertisers range from large theme parks such as Disneyland, Universal
Studios Hollywood, Legoland, and Sea World, to theaters such as the Pantages, as well as local sporting teams like the Los Angeles
Angels of Anaheim, and smaller scale entertainment venues like Medieval Times. The Place also includes an online presence, with
a comprehensive website (www.visittheplace.com) and Facebook page (facebook.com/VisitThePlaceCom) that includes local tips, videos,
blogs and ticket giveaways for everything from golf to the circus. For many years, these magazines have introduced visitors to
the countless entertainment opportunities here in Southern California. The content of the websites referenced in this Quarterly
Report are not incorporated herein by reference and do not constitute a portion of this report.



Starting with the June 2013 issues, we implemented some upgrades
and improvements to the overall look, tone and feel of The Place. Some of the upgrades include beautiful paper stock, a heavier
matte finish cover, perfect binding, and fresh designs that are being constantly updated. We have also begun working with a new
printer that not only has helped to improve the quality of the magazine, but has resulted in cost savings as well.



In addition, we intend to launch in the near future a new larger
size of the magazine to appeal to a greater audience and help bring on more retailers and restaurants as advertisers.



Mamma’s Best, LLC



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 over 325 natural and organic food outlets across
the Western United States.



Mamma’s Best is also going through some exciting changes.
We have increased its presence in the natural and organic marketplace, and Mamma’s Best products are now sold in all Whole
Foods and Sprouts throughout California, as well as other high-end specialty stores. In addition, Mamma’s Best sauces are
now also being sold by the gallon and at certain outlets are used to create prepared foods on display at the meat counters, and
are featured in prime placement locations within the grocery section.



Mamma’s Best is also working to expand its product line
to include additional sauces and marinades, jams, soups. We anticipate that stores will soon begin carrying the Mamma’s Best
line of six homemade jams, including exciting flavors such as Mango-Habanero and Acai-Blueberry. Mamma’s Best soups are in
the research and development phase. In addition, Mamma’s Best is working on some new flavors to their line of sauces and
marinades.



Other Subsidiaries



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.



We continue to investigate and, if such investigation warrants,
seek to acquire additional companies or businesses, 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.



10





Results of Operations



Our analysis of the results of operations for the three
and six month periods ended June 30, 2013 reflects the operations of the Company on a consolidated basis. The impact of our
acquisition of The Place Media LLC on April 12, 2013 is reflected in the three and six months ended June 30, 2013, but not in
the corresponding prior year periods.



For the three and six months ended June 30, 2013, our revenues
increased to $189,318 and $222,419, respectively, representing increases of $188,611 and $217,240l for these periods. These increases
represented the impact of our acquisition of The Place Media. Our revenue from The Place Media is derived primarily from advertising
revenue and, to a lesser degree, revenue from the placement of physical magazines in hotels and other establishments.



Our cost of goods sold increased to $122,264 and $144,027 for
the three and six-month periods ended June 30, 2013, representing increases of $121,749 and $139,893, respectively, in-line with
the increased revenue primarily attributable to our acquisition of The Place Media. Our gross margin, as a percentage of Net sales,
increased from 27.16% to 35.42%, comparing the three-month period ended June 30, 2013 to the corresponding prior year period. Comparing
the six-month period ended June 30, 2013 to the corresponding prior year period, our gross margin as a percentage of Net sales
increased from 20.18% to 35.25%.



Professional fees increased approximately $40,433 and $88,330
from the three and six months ended June 30, 2012, respectively, primarily due to increased accounting, audit, and legal fees associated
with the filing of our annual report for the year ended December 31, 2012 and acquisition expenses associated with our purchase
of The Place Media, including due diligence expense.



Compensation expense decreased from $2,631,509 for the six months
ended June 30, 2012 to $39,944 for the six months ended June 30, 2013 since we did not incur significant stock based compensation
during the six months ended June 30, 2013. For the three months ended June 30, 2013, compensation expense decreased to $29,744
from $39,944 in the corresponding prior period. With the acquisition of The Place Media, we have implemented initiatives designed
to increase efficiency and control employment and consulting costs.



In line with our expectations, other general and administrative
costs nearly doubled for both the three and six month periods ended June 30, 2013 compared to prior year periods as we implemented
the operations of The Place Media.



Total other expenses increased significantly for both the
three and six-month periods ended June 30, 2013, from 0 to $215,866 and $216,973, respectively. Total other expense in the
2013 periods related entirely to convertible notes entered into during these periods, which provide for conversion at
significant discounts to the market price of the Company’s Class B common stock. All such expense represents non-cash
changes in estimated fair value on an “if converted” basis.



We plan to grow the presence of The Place magazines in the marketplace,
increasing readership and establishing them as a leading travel and visitor magazine.



In addition, we are also seeking to expand our geographical
presence of Mamma’s Best products throughout the Western United States as well as increase the number of retailers carrying
our products. Specifically, Mamma’s Best is working on an agreement with a new distributor in effort to reach a larger geographical
audience and bring their products to a broader spectrum of consumers within the natural marketplace. We have substantially completed
the development of six new all natural jams, and we are working on the development of six uniquely flavored soup offerings to diversify
our Mamma’s Best product offerings.



Liquidity and Capital Resources



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



11





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.



During the six months ended June 30, 2013, we raised cash proceeds
of $326,500 through the issuance of convertible promissory notes. Subsequent to June 30, 2013, we have raised additional cash proceeds
by issuing convertible promissory notes having aggregate principal of $55,000 at maturity. In the event our current operations,
including the operations of The Place Media and Mamma’s Best, are not sufficient to settle these obligations, we will need
to raise additional capital.



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



Based on the continued availability of our funding sources described
herein, we believe that we will have sufficient resources to maintain our on-going operations, at their current levels, for at
least the next twelve months.



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 June 30, 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 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, and are not operating in an effective manner.



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.





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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 during
the quarter ended June 30, 2013, other than certain convertible notes which have been previously disclosed in Current Reports on
Form 8-K.



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



|Exhibit No. | Description                                                                                                                                                                                                 
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1         | Promissory Note Issued to Individual Accredited Investors dated April 3, 2013 (incorporated by reference to Exhibit 99.1 to Form 8-K filed with the Commission on April 10, 2013)                           
|4.2         | Form of Promissory Note Issued to Institutional Accredited Investor on April 11, 2013 and May 28, 2013 (incorporated by reference to Exhibit 99.2 to a Form 8-K filed with the Commission on March 12, 2013)
|31          | Section 302 Certification of Principal Executive and Financial Officer                                                                                                                                      
|32          | Section 906 Certification of Principal Executive and Financial Officer                                                                                                                                      
|99.1        | Temporary Hardship Exemption                                                                                                                                                                                
|101.INS     | XBRL Instance Document*                                                                                                                                                                                     
|101.SCH     | XBRL Schema Document*                                                                                                                                                                                       
|101.CAL     | XBRL Calculation Linkbase Document*                                                                                                                                                                         
|101.DEF     | XBRL Definition Linkbase Document*                                                                                                                                                                          
|101.LAB     | XBRL Label Linkbase Document*                                                                                                                                                                               
|101.PRE     | XBRL Presentation Linkbase Document*                                                                                                                                                                        








|* | To be furnished by amendment per Temporary Hardship Exemption under Regulation S-T.
|- | -----------------------------------------------------------------------------------





13







SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned
thereunto duly authorized.





|                       |  | GLOBAL VISION HOLDINGS, INC.                           
|---------------------- |  | -------------------------------------------------------
|Dated: August 19, 2013 |  | /s/ Glen W. Carnes                                     
|                       |  | Glen W. Carnes                                         
|                       |  | Chief Executive Officer and Chairman of the Board      
|                       |  | (Principal Executive, Accounting and Financial Officer)



















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