Item 2.01Completion of Acquisition or Disposition of Assets

Information in response to this Item 2.01 is keyed to the Item numbers of Form 10.

Item 1. Description of Business

Effective February 28, 2008, pursuant to the Agreement, ProVision became a wholly owned subsidiary of the Company. The acquisition of ProVision is treated as a reverse acquisition, and the business of ProVision became the business of the Company. At the time of the reverse acquisition, MailTec was not engaged in any active business.

References to “we”, “us”, “our” and similar words refer to ProVision. References to “MailTec” refer to the Company and its business prior to the reverse acquisition.

General

ProVision is a California corporation organized on December 22, 2000. MailTec is a Nevada corporation organized on February 9, 2004.

We are located in Chatsworth and focused on the development and distribution of our patented three-dimensional, holographic interactive displays focused at grabbing and holding consumer attention particularly and initially in the advertising and product merchandising markets. The systems display a moving 3D image size to forty inches in front of the display, projecting a digital video image out into space detached from any screen, rendering truly independent floating images featuring high definition and crisp visibility from far distances. The nearest comparable to this technology can be seen in motion pictures such as Star Wars and Minority Report, where objects and humans are represented through full-motion holograms.

Our proprietary and patented display technologies and software, and innovative solutions aim to attract consumer attention. Currently we have multiple contracts to place our products into large California grocery stores, independent Hispanic grocery stores, as well as signed agreements with advertising agents to sell ad space to Fortune 500 customers. Given the technology’s potential in the advertising market, we are focused on creating recurring revenue streams from the sale of advertising space on each unit.

We have recently signed a $7 million purchase agreement to deliver 1000 displays over 18 months throughout the U.S. which shall be used inside shopping malls. As well, we have a broad international base of clients focused on purchasing the hardware which has allowed for our growth to-date.

ProVision is also developing several new point-of-purchase, and other devices, tailored to specific industries that are currently in Pilot Programs with major international companies or readying to begin shortly; including the medical, entertainment, government and home markets.

Research and Development

For the fiscal years ended June 30, 2007 and 2006 we spent $200,112 and $214,358, respectively, on research and development. For the six months ended December 31, 2007 and 2006, we spent $105,000 and $110,000, respectively, on research and development.

Intellectual Property

 

The following table summarizes the status of ProVision patents and patent applications, copyrights, and trademarks, as of the date hereof, in each instance, ProVision owns all right, title and interest, and no licenses, security interests, or other encumbrances have been granted on such patents, patent applications, copyrights, and trademarks. Our various pending patents involve sets of rules to eliminate boundary transgressions and maximize the clarity of a three dimensional aerial images. Additional patents are focused around various product applications, designs, and systems.

 

 

At present, our patents and patent applications are supplemented by substantial intellectual property we are currently protecting as trade secrets and proprietary know-how. This includes matter related to all three product lines. We expect to file additional patent applications on a regular basis in the future.

We believe that our intellectual property and expertise constitutes an important competitive resource, and we continue to evaluate the markets and products that are most appropriate to exploit this expertise. In addition, we maintain an active program of intellectual property protection, both to assure that the proprietary technology developed by us is appropriately protected and, where necessary, to assure that there is no infringement of our proprietary technology by competitive technologies.

 

Markets

ProVision’s floating image display technologies have multiple potential market applications across a broad spectrum of industries. We are initially focusing our efforts on the $6 billion point-of-purchase and advertising markets. Within the point-of-purchase market, Digital Signage represents a $1.2 billion segment and is growing at a pace of 10 percent per month (source: Digital Signage Today, March 2007).

The U.S. media and entertainment industry is experiencing unprecedented changes. Traditional media audiences are declining and becoming more fragmented. According to statistics from various media research firms:

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Newspaper circulation continues to fall since 1987 and is down approximately 2.8% from 2004 (source: Associated Press, November 7, 2005)

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The number of consumers listening to AM & FM radio has fallen by 4% from 2004 (source: The NPD Group Survey, May 2005)

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The ratings for the average television show continue to decline as channels proliferate and the audience fragments (source: The Kelsey Group, January 2006).

Extensive audience migration across and within media categories is driving major shifts in advertising spending, benefiting captive, auditable media vehicles. Traditional media vehicles like radio, TV, newspapers and magazines continue to lose audience share and advertising dollars to new media vehicles, which include the point-of-purchase or wherever there might be a captive audience. The current media and traditional displays (TV, LCD and Plasma screens) are stale and ubiquitous resulting in significant ineffectiveness. Information from Jupiter Media and POPAI (Point of Purchase Advertising Institute) report:

·

70% of consumer purchases are made at the point of purchase

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Point of purchase is the 4th largest advertising medium trailing only network TV, spot TV and newspapers

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Point of purchase is expected to grow 20% in the next 5 years

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Annual point of purchase spending exceeds $17 billion in the U.S.

These are the major reasons why advertisers are seeking out alternative media that can deliver their messages to audiences while they are out of the home. We believe we are well positioned to capitalize on the advertiser’s demand. ProVision’s HoloVision™ display offers advertisers and customers an opportunity to reach a highly sought-after, captive audience outside the home, in familiar settings like grocery stores, malls, convenience stores, gas stations and banks. We reach the consumer and business professional at the critical time - when they are away from their homes and businesses and when they are making their buying decisions.

Current State of the Business

We have shipped over 370 HoloVision™ systems around the world.

In addition to our recently signed purchase agreement, valued at $7 million over the next 18 months, we have signed several multi-year international distribution agreements which, if fully realized, will potentially deliver over $5 million in multiple recurring revenue streams.

In March 2007, we made two significant announcements. First, we signed a co-marketing and co-promotional agreement with Intel. As part of this alliance Intel will introduce ProVision’s patented product, HoloVision™, to the Intel marketplace, and will also publish a joint case study and white paper on the companies’ products. Second, we received notification that we were one of three finalists for PricewaterhouseCoopers Fourth Annual Entrepreneurship Award, and ultimately received second place in the competition.

Launching our first products into grocery stores, we have developed a new patent pending application. Known as the “3DEO Rewards Center” or “3DEO”, this ProVision device projects 3D video advertisements and allows consumers to print coupons as well as receive non-cash awards. The 3DEO device provides food companies and other advertisers with a new way of promoting their products at the point of purchase, where consumers are making seventy percent of their buying decisions.

We plan to build, own, and operate networks of 3DEO Rewards Centers. The planned initial installation is 100 units going into Fred Myers   and Independent Hispanic grocery stores in California and the Pacific Northwest. We are contractually partnered with several sales rep companies for the execution of Project Grocery. These firms, and others, will contribute significant advertising sales efforts for Project Grocery with revenues projected up to $1 million per month on these first 100 stores.

Competition

The competition for ProVision’s patented (issued, approved and pending) and proprietary floating image technology includes alternative 3D projection systems currently in the marketplace.

 

Fresnel-Based Technology

Competing companies using Fresnel optics in their display systems include Visucom. Such displays are only capable of projecting very narrow viewing angles and “soft” less focused images. This company’s core fresnel-based technology is different in principle and effect than that utilized by ProVision.

§

Visucom: German-based Visucom is an advertising company that produces display systems using traditional Fresnel technology. Visucom offers a 3D image display called “MotionPro” which could be considered competitive to ProVision’s Holo™ line.

 

Reflective-Based Technology

·

Optical Products Development Corporation (“OPD”) is a company that produces optics and display systems primarily for aerospace, commercial aviation, and other industries requiring high-precision optics. While they also create 3D display systems for communications and advertising, very few of their products have been seen on the market. In addition, their marketing officer recently revealed that they have no product installations in the U.S. However, OPD has recently licensed their technology to Sammy, a Japanese electronics manufacturer.

OPD’s only product that offers a 3D image display, which would be considered competitive to ProVision, is called “Volumatrix 3D”. In contrast to Volumatrix, ProVision floating image displays can project images up to 400% further into space, provide 20% wider viewing angels, 80% greater contrast, and higher superior brightness and resolution that is clearly visible. Additionally, the use of videotapes by OPD presents obvious limitations in terms of updating and interfacing content.

 

Autostereoscopic-Based Techn ology

 

ProVision’s floating image   display systems project full-motion 3D digital streaming media 9”- 40” into space detached from the display unit into free space and should not be confused with autostereoscopic systems. Autostereoscopic 3D systems produced by various firms layer two or more LCD screens while utilizing filters and collumnators to provide the illusion of depth perception. Such systems are only capable of displaying digital content attached to layered screens with all images being contained within the actual display unit.

·

Opticality/X3D is the leading company producing autostereoscopic displays for the retail market. Due to the inherent nature of this technology the end result of their product line results in the following characteristics: eye strain, nausea, low resolution, low brightness and poor quality imagery. Their major advantage might be characterized by their “flat screens” and slightly wider viewing angles.

·	Sharp sells 3D autostereoscopic laptop computers. They launched this product 3 years ago.

 

 

·	Deep Light is a two-year old start up company developing autostereoscopic displays.

·	See Real is a 3-year old R&D company located in Germany. They introduced a prototype autostereoscopic display at Infocomm in 2005.

 

Other Displays

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IO2 Technology (“IO2”) is a San Francisco technology-based development company exploring future display technologies for corporate customers, which includes one-of-a-kind displays for the defense industry. They in their second generation of “embryonic development”. Their “Heliodisplay” product displays their imagery in mid-air. Heliodisplay ejects “modified air” from the system and is then illuminated to create the floating image. There is a market concern that something is added to the air which will change the room’s environment, air quality or other condition unknown to the user.

Employees

 

As of February 29, 2008 we have eight employees. None of our employees is represented by a labor union. We have not experienced any work stoppages and we consider relations with our employees to be good.

RISK FACTORS

An investment in the Company’s common stock involves a high degree of risk. In determining whether to purchase the Company’s common stock, an investor should carefully consider all of the material risks described below, together with the other information contained in this report before making a decision to purchase the Company’s securities. An investor should only purchase the Company’s securities if he or she can afford to suffer the loss of his or her entire investment.

 

Risks Related to our Business

 

We have a limited operating history that makes it impossible to reliably predict future growth and operating results.

We were incorporated in December 2000 and have a limited operating history upon which an investor can evaluate our business prospects, which makes it difficult to forecast our future operating results. An investor must consider our business in light of the risks, uncertainties and problems frequently encountered by companies with limited operating histories. These include, but are not limited to, competition, the need to develop customers and market expertise, market conditions, sales, and marketing and governmental regulation.

We have a history of losses and a large accumulated deficit and we may not be able to achieve profitability in the future.

For the fiscal years ended June 30, 2007 and 2006, we incurred net losses of $1,402,490 and $518,977, respectively. From inception through December 31, 2007, we have accumulated net losses of $6,712,621. There can be no assurance that we will be profitable in the future. If we are not profitable and cannot obtain sufficient capital to fund our operations we may have to cease our operations.

Our inability to protect our intellectual property rights could allow competitors to use our property rights and technologies in competition against us, which would reduce our sales.

We rely on a combination of patent, patent pending, copyright, trademark and trade secret laws, proprietary rights agreements and non-disclosure agreements to protect our intellectual properties.  We cannot give any assurance that these measures will prove to be effective in protecting our intellectual properties.  We also cannot give any assurance that our existing patents will not be invalidated, that any patents that we currently or prospectively apply for will be granted, or that any of these patents will ultimately provide significant commercial benefits.  Further, competing companies may circumvent any patents that we may hold by developing products which closely emulate but do not infringe our patents.  While we intend to seek patent protection for our products in selected foreign countries, those patents may not receive the same degree of protection as they would in the United States.  We can give no assurance that we will be able to successfully defend our patents and proprietary rights in any action we may file for patent infringement.  Similarly, we cannot give any assurance that we will not be required to defend against litigation involving the patents or proprietary rights of others, or that we will be able to obtain licenses for these rights.  Legal and accounting costs relating to prosecuting or defending patent infringement litigation may be substantial.

We also rely on proprietary designs, technologies, processes and know-how not eligible for patent protection.  We cannot give any assurance that our competitors will not independently develop the same or superior designs, technologies, processes and know-how.

While we have and will continue to enter into proprietary rights agreements with our employees and third parties giving us proprietary rights to certain technology developed by those employees or parties while engaged by us, we can give no assurance that courts of competent jurisdiction will enforce those agreements.

Our future success is dependent on our existing key employees, and hiring and assimilating new key employees .

Our success depends on the continuing efforts of our current management team, particularly Curt Thornton, our Chief Executive Officer. In addition, our future success will depend, in part, on our ability to attract and retain highly skilled employees, including management personnel. We will rely on our ability to grant stock options as one mechanism for recruiting and retaining highly skilled talent. Recent proposed accounting regulations requiring the expensing of stock options may impair our future ability to provide these incentives without incurring significant compensation costs. The loss of services of Mr. Thornton or our other officers and directors, the inability to attract or retain key personnel in the future, or delays in hiring required personnel could materially harm our business. We may be unable to identify and attract highly qualified personnel in the future. In addition, we may not be able to successfully assimilate these employees or hire qualified personnel to replace them.

Economic conditions or changing consumer preferences could also adversely affect our business.

Our business is sensitive to consumer spending patterns, which can be affected by prevailing economic conditions. A downturn in economic conditions in one or more of its markets, could have a material adverse effect on our results of operations, financial condition, business and prospects. Although we attempt to stay informed of consumer preferences for organic products, any sustained failure to identify and respond to trends would have a material adverse effect on our results of operations, financial condition, business and prospects.

We may need to raise capital to fund our operations, and our failure to obtain funding when needed may force us to delay, reduce or eliminate its product development efforts.

We will require significant additional funds to complete our business plan. We cannot be certain that funding will be available on acceptable terms, or at all. To the extent that the Company raises additional funds by issuing equity securities, its stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact our ability to conduct our business. If we are unable to raise additional capital on acceptable terms, or at all, we may have to significantly delay, scale back or discontinue the development and/or commercialization of one or more of our product candidates, restrict our operations or obtain funds by entering into agreements on unattractive terms.

We may have difficulties managing growth and possible future acquisitions.

As part of our growth strategy, in addition to product sales, the Company intends to make acquisitions. Implementation of this growth strategy could involve a number of risks, including diversion of management time and financial resources to increased marketing efforts, review of acquisition candidates and assimilation of the acquired companies, and the potential for adverse mid-term effects on the Company's reported operating results as a result of the amortization of acquired intangible assets. Our ability to manage our growth effectively will require us to continue to improve our operational, financial and management controls and information systems to accurately forecast sales demand, to control our overhead, to manage our marketing programs in conjunction with an emerging market, and to attract, train, motivate and manage our employees effectively. If management fails to manage the expected growth, our operating results and financial condition will be adversely affected. In addition, our growth strategy may depend on effectively integrating future entities, which requires cooperative efforts from the managers and employees of the respective business entities. If our management is unable to effectively integrate future acquisitions or manage our growth our business could be adversely affected.

Risks Related to the Company’s Common Stock

There may not be an active, liquid trading market for the Company’s common stock.

The Company’s common stock is listed on the OTC Bulletin Board. However, there is currently no regular market or trading in the Company’s common stock , and we cannot give an assurance that such a market will develop. If a market for the Company’s common stock develops, there is a significant risk that the Company’s stock price may fluctuate dramatically in the future in response to any of the following factors, some of which are beyond our control:

 

•	variations in our quarterly operating results;

 

•	announcements that our revenue or income are below analysts’ expectations;

 

•	general economic slowdowns;

 

•	sales of large blocks of the Company’s common stock;

 

•	announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; and

 

•	fluctuations in stock market prices and volumes, which are particularly common among highly volatile securities of early stage technology companies.

 

 

The ownership of the Company is highly concentrated, which may prevent a change in ownership of the Company.

 

The Company’s current executive officers and directors own approximately 47.5% of the Company’s outstanding common stock. As a result, they will have the ability to exert substantial control over the election of the Company’s board of directors and the outcome of issues submitted to our stockholders. Such concentration of share ownership may have the effect of discouraging, delaying or preventing a change in control of the Company.

 

The Company’s common stock will be subject to the “penny stock” rules of the SEC, which may make it more difficult for stockholders to sell the Company’s common stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

 

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that a broker or dealer approve a person's account for transactions in penny stocks; and

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the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

 

·

obtain financial information and investment experience objectives of the person; and

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make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

·   sets forth the basis on which the broker or dealer made the suitability determination; and

·   that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

The regulations applicable to penny stocks may severely affect the market liquidity for the Company’s common stock and could limit investors’ ability to sell the Company’s common stock in the secondary market.

As an issuer of “penny stock”, the protection provided by the federal securities laws relating to forward looking statements does not apply to the Company.

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, the Company will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by the Company contained a material misstatement of fact or was misleading in any material respect because of the Company’s failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

The Company has not paid dividends in the past and does not expect to pay dividends for the forseeable future. Any return on investment may be limited to the value of the Company’s common stock.

 

No cash dividends have been paid on the Company’s common stock. We expect that any income received from operations will be devoted to our future operations and growth. The Company does not expect to pay cash dividends in the near future. Payment of dividends would depend upon our profitability at the time, cash available for those dividends, and other factors as the Company’s board of directors may consider relevant. If the Company does not pay dividends, the Company’s common stock may be less valuable because a return on an investor’s investment will only occur if the Company’s stock price appreciates.

 

Item 2 Management’s Discussion and Analysis

 

Forward Looking Statements

Some of the statements contained in this Form 8-K that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 8-K, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:

 

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Our ability to attract and retain management, and to integrate and maintain technical information and management information systems;

 

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Our ability to raise capital when needed and on acceptable terms and conditions;

 

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The intensity of competition; and

 

·

General economic conditions.

 

All written and oral forward-looking statements made in connection with this Form 8-K that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

 

Plan of Operation

 

We expect that we can satisfy our cash requirements for approximately six months. We intend to seek additional financing during this period.

We have begun research and development on cost reduction projects focused on our 3D holographic display, and the development of our next generation operating system and out interactive touch screen capabilities.

We do not expect to purchase or sell any plant or significant equipment during the next 12 months.

We expect to hire 3-4 additional employees over the 12 months to support the launch of the 3DEO Reward Centers.

Results of Operations

Six Months Ended December 31, 2007 and 2006 (unaudited)

Revenue was $405,142 for the six months December 31, 2007, compared to $178,135 for the six months ended December 31, 2006. We attribute the increase of $227,007 or 127.4% to sales coming from European distributors as the Euro currency strengthens sales from this region.

Cost of revenues was $524,321 for the six months ended December 31, 2007, compared to $78,820 for the six months ended December 31, 2006. We attribute the increase of $445,501 or 565.2% to the purchase of raw materials and components going into the 3DEO Rewards Center roll out scheduled for 2008.

General and administrative expenses were $733,861 for the six months ended December 31, 2007, compared to $511,463 for the six months ended December 31, 2006. We attribute the increase of $222,398 or 43.5% to expenditures in marketing.

Total other expense was $297,091 for the six months ended December 31, 2007, compared to $10,130 for the six months ended December 31, 2006. We attribute the increase of $286,961 to expenses and other fees associated to our private placement, as well as some penalties in taxes paid.

As a result of the forgoing, net loss for the six months ended December 31, 2007 was $1,150,131, compared to a net loss of $422,278 for the six months ended December 31, 2006.

Years ended June 30, 2007 and 2006

Revenue was $622,799 for the year ended June 30, 2007 compared to $1,087,613 for the year ended June 30, 2006. The decrease of $464,814 or 42.7% was a result of the company beginning its transition from a hardware purveyor to a digital media company where there is less emphasis on selling through distribution channels and seeking international marketing rights agreements around the world to the recurring revenue model of advertising in the retail channels.

Cost of revenues for the year ended June 30, 2007 was $257,188 compared to $772,292 for the year ended June 30, 2006. The decrease of $515,104 or 66.7% was a result of lower revenues in 2007.

General and administrative expenses for the year ended June 30, 2007 were $860,709, compared to $696,526 for the year ended June 30, 2006. The increase of $164,183 or 23.6% was a result of salaries paid in last calendar quarter.

Total other expense for the year ended June 30, 2007 was $907,393 compared to $137,772 for the year ended June 30, 2006. The increase of $769,621or 558.6% was primarily a result of a loss contingency of legal matter, and loan acquisition fees.

As a result of the foregoing factors, net loss for the year ended June 30, 2007 was $1,402,490 compared to $518,977 for the year ended June 30, 2006.

Liquidity and Capital Resources

As of December 31, 2007 we had working capital of $915,379, compared to $1,478,845 (unaudited) as of June 30, 2007, of which cash amounted to $692,217 (unaudited), compared to $1,229,978 at June 30, 2007. Inventories amounted to $203,162 (unaudited), compared to $228,162 at June 30, 2007. The decrease in working capital was attributable to the purchase of raw materials and components going into the 3DEO Rewards center rollout scheduled for 2008, spending in marketing, legal and accounting fees associated with the reverse merger, repayment of notes, and new three employees.

 

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Inflation

It is our opinion that inflation has not had a material effect on our operations.

Item 3. Properties

 

Our principal executive offices are located at 9253 Eton Avenue, Chatsworth, California 91311. The offices consist of approximately 7,500 square feet, which are leased on a month to month basis for approximately $6,800 per month for rent and related costs. We believe that our properties are adequate for our current and immediately foreseeable operating needs. We do not have any policies regarding investments in real estate, securities or other forms of property.  

Item 4.   Security Ownership of Certain Beneficial Owner and Management

The following table sets forth certain information, as of February 29, 2008 with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of the Company’s executive officers and directors; and (iii) the Company’s directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.

 

(1)

Except as otherwise indicated, the address of each beneficial owner is c/o Provision Holding, Inc . 9253 Eton Avenue, Chatsworth, California 91311 .

(2)

Applicable percentage ownership is based on 24,126,486 shares of common stock outstanding as of February 29, 2008, together with securities exercisable or convertible into shares of common stock within 60 days of February 29, 2008 for each stockholder. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of February 29, 2008 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Officers are elected annually by the Board of Directors (subject to the terms of any employment agreement), at the Company’s annual meeting, to hold such office until an officer’s successor has been duly appointed and qualified, unless an officer sooner dies, resigns or is removed by the Board.

Background of Executive Officers and Directors

Curt Thornton  

Curt Thornton has been chief executive officer, president, chairman and a director of the Company since Mach 2008. Mr. Thornton is the founder of ProVision and has been chief executive officer, president, chairman and director of ProVision since our inception in December 2000.

Mr. Thornton has over 20 years of international executive experience in operations,   manufacturing, engineering and sales driven companies. He has held senior executive positions at Iwerks Entertainment Corp., Northern Telecom and Tandon Computers. Mr. Thornton earned an MBA from Pepperdine University and a Bachelor’s degree in Engineering from Western Illinois University.

Robert Ostrander

Robert Ostrander has been Vice President, Sales, Business Development, secretary, and a director of the Company since March 2008. Mr. Ostrander has been President, Sales, Marketing, Business Development, secretary, and a director for ProVision since March 2001.

Mr. Ostrander has 20 years of sales and business development experience, both domestic and international. He has held senior positions in sales at Allied Domecq, Kraft Foods, Sara Lee and Welch Foods. He holds an MBA from Pepperdine University, and a B.S. from the State University of New York.

Jeff Vrachan

Jeff Vrachan has been Vice President Engineering, Chief Technology Officer, and a director of the Company since March 2008. Mr. Vrachan has been Vice President Engineering and Chief Technology Officer, and a director of ProVision since our inception in December 2000.

Prior to joining Provision, Mr. Vrachan served as a Project Manager, Engineering Manager and Operations Manager for high-tech companies such as Allied Signal, Mitsubishi Electronics and Southwestern Industries. Mr. Vrachan has a Bachelor’s degree in Electrical Engineering from the University of California and a second Bachelor’s degree in Business Management from the University of Phoenix.

Jonathan Mork

Jonathan Mork has been a director of the Company since March 2008. Mr. Mork has been a director of ProVision since 2004.

Jonathan Mork is a private equity merchant banker, specializing in corporate strategy. His experience includes being the lead Wall Street strategy advisor to China Internet since 1995, culminating with the company's subsidiary spin-off IPO of Chinadotcom in 1999. Since January 2000, Jonathan has been the president of Millennium Capital Partners, a Beverly Hills-based merchant-banking firm, which is the managing partner of Millennium Hanson. Jonathan serves on the board of Roth Capital Partners, a leading underwriter for SmallCap companies and a fellow partner in Millennium Hanson Internet Partners. Jonathan completed his undergraduate degree (1986) and MBA (1987) at Cornell University, receiving distinction, Phi Kappa Phi, and Phi Beta Kappa honors.

Jon Corfino

Jonathan Corfino has been a director of the Company since March 2008. Mr. Corfino has been a director of ProVision since 2003. Mr. Corfino is a senior executive with 20 years experience in the theme park, location-based and interactive entertainment industry. Mr. Corfino is the founder of Attraction Media & Entertainment, Inc. and has been its chief executive officer since 2001. Mr. Corfino was president, location-based entertainment for Stan Lee Media, Inc. from 1999 to 2000. He was senior vice president in charge of production at Iwerks Entertainment, from 1993 to 1999, where he supervised the production and/or acquisition of over 30 specialty films for Simulation, Attraction and Large Format venues. Prior to Iwerks, from 1978 to 1991, Mr. Corfino worked in the Planning and Development group at MCA/Universal as a Project Manager. He was directly involved in the creative development and construction of a variety of projects and attractions, including "The Star Trek Adventure", "Back to the Future - The Ride”, "ET the Extraterrestrial" and studio center expansion plus special effects stages. Mr. Corfino holds a Bachelor of Arts degree from UCLA.

Item 6.   Executive Compensation

The following table sets forth all compensation paid in respect of ProVision’s Chief Executive Officer and those individuals who received compensation in excess of $100,000 per year (collectively, the "Named Executive Officers") for our last two completed fiscal years.

Employment Agreements

We are party to an employment agreement with Curt Thornton, dated May 30, 2006, pursuant to which Mr. Thornton serves as our chief executive officer, president and chairman. Pursuant to the terms of the agreement, Mr. Thornton receives a minimum annual base salary of $144,000, subject to increases in the sole discretion of our board of directors. Mr. Thornton is also eligible to receive an annual cash bonus in an amount determined by the board of directors, and is eligible to participate in ProVision’s annual equity participation program. The agreement has a term of five years, unless terminated earlier in accordance with the terms thereof. ProVision may terminate the agreement for cause. If ProVision terminates the agreement without cause, Mr. Thornton will receive one year’s annual salary for each full year of employment completed, the amount of the previous year’s bonus, and continuance of medical/dental benefits for a period of one year.

We are party to an employment agreement with Robert Ostrander, dated May 30, 2006, pursuant to which Mr. Ostrander serves as our vice president. Pursuant to the terms of the agreement, Mr. Ostrander receives a minimum annual base salary of $125,000, subject to increases in the sole discretion of our board of directors. Mr. Ostrander is also eligible to receive an annual cash bonus in an amount determined by the board of directors, and is eligible to participate in ProVision’s annual equity participation program. The agreement has a term of five years, unless terminated earlier in accordance with the terms thereof. ProVision may terminate the agreement for cause.

We are party to an employment agreement with Jeff Vrachan, dated May 30, 2006, pursuant to which Mr. Vrachan serves as our vice president. Pursuant to the terms of the agreement, Mr. Vrachan receives a minimum annual base salary of $125,000, subject to increases in the sole discretion of our board of directors. Mr. Vrachan is also eligible to receive an annual cash bonus in an amount determined by the board of directors, and is eligible to participate in ProVision’s annual equity participation program. The agreement has a term of five years, unless terminated earlier in accordance with the terms thereof. ProVision may terminate the agreement for cause.

Pursuant to the Agreement, each option to purchase a share of common stock of ProVision of Mr. Thornton, Mr. Ostrander and Mr. Vrachan was automatically converted into two shares of common stock of the Company on a cashless basis.

Director Compensation

No director of ProVision received any compensation for services as director for the year ended June 30, 2007.

Item 7.   Certain Relationships and Related Transactions

None.

Item 8. Legal Proceedings

We are not party to any legal proceedings.

Item 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company’s common stock is listed on the OTC Bulletin Board, under the symbol “PVHO” However, there is currently no regular market or trading in the Company’s common stock, and the Company cannot give an assurance that such a market will develop.

As of February 29, 2008, there were approximately 535 holders of record of the Company’s common stock.

Dividends

The Company has never declared or paid any cash dividends on its common stock. The Company currently intends to retain future earnings, if any, to finance the expansion of its business. As a result, the Company does not anticipate paying any cash dividends in the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table shows information with respect to each equity compensation plan under which our common stock is authorized for issuance as of the fiscal year ended June 30, 2007.

 

Pursuant to the Agreement, an option to purchase a share of common stock of ProVision was automatically converted into an option to purchase two shares of common stock of the Company.

Item 10 Recent Sales of Unregistered Securities

See Item 1.01.

In April 2007 we commenced a private placement that was completed in July 2007. Pursuant to the private placement, we sold convertible bridge notes in the aggregate principal amount of $2,000,000 (the “Convertible Notes”). The Convertible Notes (i) bear interest at the rate of 10%, (ii) automatically convert into common stock at a conversion price of $2.00 per share when ProVision consummates a reverse merger transaction, and (iii) are due one year from the date of issuance, if not converted. We also issued the investors under the private placement 1,000,000 three year warrants with an exercise price of $1.50 per share (“Warrants”).

Pursuant to the Agreement, the Convertible Notes and Warrants were automatically converted into shares of common stock of ProVision, which were then automatically converted into common stock of the Company.

In connection with the foregoing, we relied upon the exemption from securities registration afforded by Rule 506 of Regulation D as promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) and/or Section 4(2) of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, and transfer was restricted by our company in accordance with the requirements of the Securities Act of 1933.

Item 11 Description of Securities

 

The Company’s authorized capital stock consists of 100,000,000 shares of common stock at a par value of $0.001 per share and 4,000,000 shares of preferred stock at a par value of $0.001 per share. As of February 29, 2008, there were 24,126,486 shares of the Company’s common stock issued and outstanding that are held by approximately 535 stockholders of record.

Holders of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of the Company’s common stock representing a majority of the voting power of the Company’s capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of the Company’s outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company’s articles of incorporation.

Holders of the Company’s common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. The Company’s common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company’s common stock.

Item 12.   Indemnification of Directors and Officers

 

The Company’s directors and executive officers are indemnified as provided by the Nevada Revised Statutes and the Company’s Bylaws. These provisions state that our Company’s directors may cause us to indemnify a director or former director against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him as a result of him acting as a director. The indemnification of costs can include an amount paid to settle an action or satisfy a judgment. Such indemnification is at the discretion of our board of directors and is subject to the Securities and Exchange Commission’s policy regarding indemnification.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

Item 13 Financial Statements

Reference is made to the filings by MailTec on Form 10-KSB and 100QSB for MailTec’s financial statements.

The financial statements of ProVision begin on Page F-1.