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Energy Conservation International Inc · 10-Q · For 3/30/95

Filed On 8/29/96 · SEC File 33-76634 · Accession Number 1014060-96-27

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

 8/29/96  Energy Conservation Int'l Inc     10-Q        3/30/95    1:14                                     1014060

Quarterly Report · Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      14     64K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Balance Sheets Changes in Securities Defaults Upon Senior Securities Exhibits and Reports on Form 8-K Financial Statements Legal Proceedings Managements Discussion and Analysis Notes to Financial Statements Other Information Statements of Cash Flows Statements of Operations Statements of Stockholders' Equity Submission of Matters to a Vote of Security Holders
1	1st Page
3	Item 1. Financial Statements
4	Balance Sheets
5	Statements of Operations
6	Statements of Stockholders' Equity
7	Statements of Cash Flows
8	Notes to Financial Statements
12	Item 2. Managements Discussion and Analysis
13	Item 1 Legal Proceedings
"	Item 2. Changes in Securities
"	Item 3. Defaults Upon Senior Securities
"	Item 4. Submission of Matters to a Vote of Security Holders
"	Item 5. Other Information
"	Item 6. Exhibits and Reports on Form 8-K

10-Q 1st Page of 14 TOC Top Previous Next Bottom Just 1st
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 U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 Form 10-QSB

(Mark One) [X]  QUARTERLY  REPORT  UNDER  SECTION 13 OR 15(d) OF THE  SECURITIES
EXCHANGE ACT OF 1934                                                            

     For the  quarterly  period  ended MARCH 31, 1995,  due on August 14,  1995,
actually filed on August 29, 1996.                                              

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT             

 Commission file number 33-76634

 ENERGY CONSERVATION INTERNATIONAL, INC.
 (Exact name of small business issuer as specified in its charter)

   Florida                                                59-3223766
 (State of Incorporation)                                  (IRS Employer ID No.)

503 Barnes Drive
Brandon, Florida 33511
(Address of principal executive offices)

(813) 689 1041
 (Issuer's Telephone Number)

     Vision Marketing Group, Inc. 28870 U.S. 19 North, Suite 300 Clearwater,  FL
34621 12/31  (Former  name,  former  address and former  fiscal year, if changed
since last report)                                                              

Indicate by check mark  whether the  registrant  (1) has filed all reports to be
filed by Section 13 or 15(d) of the  Securities  Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing  requirements  for
the past 90 days.                                                               
   YES X    NO

 DOCUMENTS INCORPORATED BY REFERENCE

None

Common stock,  $0.01 par value per share;  2,540,834  shares  outstanding  as of
8/15/96                                                                         

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 ENERGY CONSERVATION INTERNATIONAL, INC.

 Table of Contents

                                                                        Page No.

PART I   Financial Information                                                  

Item 1     Financial Statements                                               
            Index to Financial Statements                              F-1
            Balance Sheet                                              F-2
            Statement of Operations                                    F-3
            Statement of Stockholders' Equity                          F-4
            Statement of Cash Flows                                    F-5
            Notes to Financial Statements                              F-6

Item 2     Managements' Discussion and Analysis                           12  

PART II     Other Information                                                   

Item 1       Legal Proceedings                                            13  
Item 2       Changes in Securities                                        13  
Item 3       Defaults Upon Senior Securities                              13  
Item 4       Submission of Matters to a Vote of Security Holders          13  
Item 5       Other Information                                            13  
Item 6       Exhibits and Reports on Form 8-K                             13  

SIGNATURES                                                                 14   

 2

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 ENERGY CONSERVATION INTERNATIONAL, INC.

PART I    Financial Information                                                 

Item 1      Financial Statements                                              

 INDEX TO FINANCIAL STATEMENTS

                                                                            Page

Balance Sheets............................................................  F-2 

Statements of Operations.................................................   F-3 

Statements of Stockholders' Equity.......................................   F-4 

Statements of Cash Flows.................................................   F-4 

Notes to Financial Statements............................................   F-6 

 F-1

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 Energy Conservation International, Inc.
(f/k/a Vision Marketing Group, Inc.)

Balance Sheets

                                          December 31,           March 31,
                                            1995                  1996
      ASSETS                                                     (Unaudited)

CURRENT ASSETS                                                                  
  Cash                                  $         (55)                     0
  Accounts receivable                               0                      0
                                             -------------          ------------
     Total Current Assets                         (55)                     0
                                             -------------          ------------

PROPERTY AND EQUIPMENT (note 1b)                                                
 Vehicles                                     16,000                16,000
  Less - Accumulated depreciation             (15,078)              (15,539)
                                             -------------          ------------
     Total Property and Equipment                922                   461
                                             -------------          ------------

OTHER ASSETS                                                                    
 Note receivable from stockholder             11,523                11,419
 (note 7) Intangible assets, net               3,025                 2,978
    of amortization (note 1c)                -------------          ------------
    Total Other Assets                        14,548                14,397
                                             -------------          ------------
Total Assets                                 $   15,415                14,858   
                                             =============          ============

LIABILITIES AND STOCKHOLDERS' EQUITY                            

CURRENT LIABILITIES                                                             
 Accounts payable                         $   13,225                13,225
 Accrued interest and expenses                   523                   971
 Payroll taxes payable                         1,842                 1,900
 Income and intangible taxes payable           2,642                 2,658
                                             -------------          ------------
    Total Current Liabilities                 18,232                18,754
                                             -------------          ------------

LONG-TERM LIABILITIES                                                           
 Note payable                                15,249                 15,249
                                             -------------          ------------
 Total Long-Term Liabilities                 15,249                 15,249
                                             -------------          ------------
    Total Liabilities                        33,481                 34,003
                                             -------------          ------------

STOCKHOLDERS' EQUITY                                                            
Common stock, $0.01 par value;                                          
Authorized 50,000,000 shares; issued                                  
  and outstanding 2,505,833 (note 2)         25,058                 25,058
Preferred stock, no par value;                                          
Authorized 10,000,000 shares; issued                                  
   and outstanding 0 (none) (note 2)              0                      0
 Additional paid in capital                  57,563                 57,563
  Retained earnings (deficit)               (100,687)              (101,766)
                                             -------------          ------------
Total Stockholders' Equity                     (18,066)               (19,145)  
                                             -------------          ------------

Total Liabilities and Stockholders' Equity   $ (15,415)                14,858   
                                             =============          ============

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

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 Energy Conservation International, Inc.
(f/k/a Vision Marketing Group, Inc.)

Statements of Operations

                                                                · Download Table
                                                                          

                                             3 months ended March 31,     
                                             1995                1996     
                                          (Unaudited)         (Unaudited) 

        REVENUES                                                          
Product sales                            $          0                  0  
Commissions                                         0                  0  
Other                                             507                  0  
                                         -------------      --------------
   Total Revenue                                  507                  0  
                                         -------------      --------------

Cost of goods sold                                500                  0  
                                         -------------      --------------

Gross profit                                        7                  0  
                                         -------------      --------------

        EXPENSES                                                          
Advertising                                         0                  0  
Amortization                                       47                 47  
Automotive                                      2,210                  0  
Bad debt (note 5)                                   0                  0  
Bank charges                                      149                 50  
Commissions                                         0                  0  
Contributions                                       0                  0  
Depreciation                                      461                461  
Initial public offering costs                     200                  0  
Insurance                                           0                  0  
Interest and loan expenses                          0                448  
Office supplies and expenses                      501                  0  
Professional fees                                  70                  0  
Rent                                              273                  0  
Salaries                                            0                  0  
Payroll taxes, penalties, interest, licenses    1,818                 73  
Samples                                           457                  0  
Travel and entertainment                          951                  0  
Telephone                                       1,031                  0  
Utilities                                           0                  0  
Miscellaneous                                   2,403                  0  
                                         -------------      --------------
   Total expenses                              10,571              1,079  
                                         -------------      --------------

Net income (loss) before taxes                (10,564)            (1,079) 
                                         -------------      --------------

Provision for income tax expense                                          
   (benefit)                                     (576)                 0  
                                         -------------      --------------
Net income (loss)                        $     (9,988)             (6,346)
                                         =============      ==============
Net income per share                     $      (0.01)              (0.01)
                                         =============      ==============
Shares outstanding                          2,505,833           2,505,833 
                                         =============      ==============


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

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 Energy Conservation International, Inc.
(f/k/a Vision Marketing Group, Inc.)

Statements of Stockholders' Equity

                                                        · Enlarge/Download Table

                                                                                                     

                                                 Additional                 Retained       Total     
                                       Common      Paid In     Preferred    Earnings/   Stockholders'
                                       Stock       Capital       Stock      (Deficit)      Equity    

BALANCE, December 31, 1994               25,058       57,563            0     (63,458)       19,163  
Net loss                                      0            0            0     (16,451)      (16,451) 
                                    -----------  -----------  -----------  -----------   ----------- 
BALANCE, June 30, 1995 (unaudited)  $    25,058       57,563            0     (79,909)        2,712  
                                    ===========  ===========  ===========  ===========   =========== 


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

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 Energy Conservation International, Inc.
(f/k/a Vision Marketing Group, Inc.)

Statements of Cash Flows

                                                        · Enlarge/Download Table
                                                                                               

                                                                  3 months ended March 31,     
                                                                  1995                1996     
CASH FLOWS FROM OPERATING ACTIVITIES:                          (Unaudited)         (Unaudited) 

Net income/loss                                                $   (9,988)             (1,079) 
Adjustments to reconcile net loss to                                                           
        net cash used for operating activities:                                                
  Amortization                                                         47                  47  
  Depreciation                                                        461                 461  
  Stock issued for services                                             0                   0  
Changes in operating assets and liabilities:                                                   
  (Increase) decrease in accounts receivable                            0                   0  
  Increase (decrease) in accounts payable                             350                   0  
  Increase (decrease) in accrued interest and loan expenses             0                 448  
  Increase in deferred income tax liability                          (576)                  0  
  Increase (Decrease) in accrued salaries and payroll taxes         1,818                  58  
  Increase in income taxes payable                                      0                  16  
                                                              -------------       -------------
Net cash (used) provided by operating activities                   (7,888)                (49) 
                                                              -------------       -------------

CASH FLOWS FROM INVESTING ACTIVITIES:                                                          
  None                                                                                         

CASH FLOWS FROM FINANCING ACTIVITIES:                                                          

  Stockholder advance repayment                                      3,644                104  
  Funds advanced to stockholder                                          0                  0  
  Funds advanced on third party debt                                     0                  0  
                                                              -------------       -------------
Net cash provided (used) by investing activities                     3,644                104  
                                                              -------------       -------------

Net increase (decrease) in cash                                     (4,244)                55  
                                                             --------------       -------------
CASH, beginning of period                                           10,797                (55) 
                                                             --------------       -------------
CASH, end of period                                          $       6,553                  0  
                                                             ==============       =============


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                               
None                                                                      

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

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 Energy Conservation International, Inc.
(f/k/a Vision Marketing Group, Inc.)

 Notes to Financial Statements
(Unaudited) 

(1) Summary of Significant Accounting Principles                                
     The Company Energy  Conservation  International,  Inc. ("the  Company") was
chartered by the State of Florida on December 9, 1992 and conducts business from
its headquarters in Clearwater, Florida. Some of the Company's national accounts
are Home Shopping Network, QVC network, Fingerhut, Comb Liquidators and Damark. 

     The financial  statements  have been prepared in conformity  with generally
accepted  accounting   principles.   In  preparing  the  financial   statements,
management  is  required  to make  estimates  and  assumptions  that  affect the
reported  amounts of assets and liabilities as of the dates of the statements of
financial  condition and revenues and expenses for the years then ended.  Actual
results  could  differ   significantly  from  those  estimates.   The  financial
statements  for the three months  ended  March 31, 1995  and  1996  include  all
adjustments   which  in  the  opinion  of  management  are  necessary  for  fair
presentation.                                                                   

     The  following  summarize  the more  significant  accounting  and reporting
policies and practices of the Company:                                          

     a) Revenue  recognition The Company currently has two distinctly  different
revenue streams. These are:                                                     

     1) Commission  sales - The Company acts in the capacity of a  manufacturers
representative  by receiving  orders for products  supplied by the  companies it
represents  and  receives  commissions  for these  sales.  The Company  normally
receives a commission  percentage of  approximately 5% on sales of products sold
on a recurring basis. It receives a higher  percentage,  approximately 8% to 10%
on one time sales,  such as closeouts.  The Company normally accrues  commission
income at the time the customer accepts a shipment, as the customer reserves the
right to modify or cancel the order prior to  acceptance  of the  shipment.  Net
commission  sales  for the  three  months  ended  March  31,  1995 and 1996 were
approximately $0.                                                               

2) Product sales -   The  Company  recognizes the                     
revenue on these  sales when the sales were  invoiced,  which was at delivery of
goods to the purchasers.  As these sales were final with no right of return,  no
reserves were  established.  Current sales of goods are FOB shipper dock and are
invoiced at time of notification to the Company of shipment by the manufacturer.

b) Fixed assets Fixed assets are stated at cost. Depreciation is computed by the
straight  line method over the estimated  useful lives of the assets,  generally
five and seven years.  Expenditures  for  maintenance and repairs are charged to
operations  as  incurred.  Depreciation  was $461 and $461 for the three  months
ended March 31, 1995 and 1996.                                                  

     c)  Intangible  assets  Intangible  assets  are  composed  of the rights to
commercialize US Patent 5,081,171 issued January 14, 1992. The Company purchased
these rights in February 1993 for 90,000 shares of stock valued at $3,586. These
rights  are  being  amortized  over  their  remaining  16 year  life  using  the
straight-line method.  Amortization amounted to $47 and $47 for the three months
ended March 31, 1995 and 1996.                                                  

     (2)  Stockholders'  equity The Company has authorized  50,000,000 shares of
$0.01 par value common stock, and 10,000,000 of $0.01 par value preferred stock.
On November  10, 1992 the founder of the Company  entered  into an  agreement to
issue 200,000 shares of the then future  company's  common stock in exchange for
certain  legal  services  related to the  founding of the Company and the patent
rights negotiations. The founder valued                                         

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 Energy Conservation International, Inc.
(f/k/a Vision Marketing Group, Inc.)

Notes to Financial Statements, Continued

     (2) Stockholders' equity,  continued these services at $200. On December 9,
1992 the Company  entered into an agreement with the owner of the Predecessor to
exchange 55%,  (2,200,000  shares), of the authorized shares of its common stock
to the owner to effect a tax-free reorganization from a sole proprietorship to a
corporation  under  the  Internal  Revenue  Code  Section   368(a)(1)(F).   This
transaction  was  effected  at close  of  business  December  31,  1992,  with a
valuation of $43,835.                                                           

     In  February,  1993 the Company  entered  into two  agreements  to exchange
90,000 shares of the Company's  common stock for the rights to  commercialize US
Patent  5,081,171,  and for the  recipient  of the  shares to  terminate  a then
existing  joint-venture  formed for the purpose of commercializing  said patent.
The rights received by the Company were valued by the Board of Directors and the
individual at $3,586.                                                           

     In March,  1993 the Company sold 3,333 shares of its' common stock for cash
at a price of $3.00 per share,  for a total of $10,000.  In September,  1993 the
Company sold 12,500 shares of its' common stock for cash at a price of $2.00 per
share, for a total of $25,000.                                                  

     (3)  Common  stock  public  offering  On  November  10,  1992 the  Board of
Directors  authorized  the Company to sell up to 400,000 shares of the Company's
common stock in a "self-underwritten" public offering pursuant to a Registration
Statement on Form SB-2 under the  Securities  Act of 1933.  On December 16, 1993
the Board of Directors  voted to increase the number of shares offered hereby to
700,000.  This  offering  is being  made  with a 35,000  share  minimum,  and is
effective  for one year from the  effective  date of the  registration  (June 7,
1995).  The stock  included in this offering is priced at $6.00 per share.  This
offering  price was  determined  in a completely  arbitrary  manner and bears no
relation to any recognized standard of value. The minimum required to be sold by
the Company before it has access to the funds is $210,000 at the offering price,
with  a  net  to  the  Company  of  $182,700   after   sales   commissions   and
unaccountables,   assuming   all  35,000   shares   are  sold   through  a  NASD
broker/dealer.  (No sales  commissions  and  unaccountables  will be paid to any
officer or director).  The maximum proceeds of this offering are $4,200,000,  or
$3,654,000 net of sales commissions and unaccountables,  assuming all shares are
sold through NASD broker/dealers.                                               

     In  September  1994 the  Company  entered  into a  Letter  of  Intent  with
Donnellan  Haylett & Co., Inc. of Sarasota,  FL to be the Underwriter on a "best
efforts"  basis  for  this  offering.  The  terms  of this  Letter  call for the
Underwriter  to  receive  commissions  of  10%  and  a  non-accountable  expense
allowance  of 3% for each share sold.  The Company also agreed to sell a warrant
to the Underwriter,  for $70, which allows the Underwriter to purchase one share
for every ten shares sold by the  Underwriter or certain  dealers.  The exercise
price of the  warrant is $7.20 per share,  and is  exercisable  until 5 PM, EST,
September 1, 1999. In July 1994 the Company terminated an agreement with another
company which provided for marketing and related  services related the Company's
self-underwriting  of its  offering.  This  agreement  was  canceled  due to the
negotiations with Donnellan Haylett, which resulted in the Letter of Intent.    

     In January 1995 as a result of the merger between  Donnellan Haylett & Co.,
Inc. and Executive  Securities,  Inc. In which Donnellan Haylett became a wholly
owned subsidiary of Executive, a new underwriting agreement was executed between
the Company and  Executive  Securities.  This  agreement  bears exactly the same
terms and conditions as the previous agreement with Donnellan Haylett.          

     (4)  Commitments  In  February,  1993  the  Company  entered  into a  sales
agreement with Pro-Tech Laboratories,  Inc. of Reddington Beach,  California for
the sale of  various  products  based on US  Patent  5,081,171.  This  agreement
includes provisions requiring minimum annual purchases,  as well as limiting the
market  available  to Pro-Tech  for such sales.  In  February,  1993 the Company
entered into an agreement with the owner of US,                                 

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 Energy Conservation International, Inc.
(f/k/a Vision Marketing Group, Inc.)

Notes to Financial Statements, Continued

     (4)  Commitments,  continued  as  described  in  note  (2).  Further,  this
agreement  includes  payment of  licensing  royalties to said owner under Patent
5,081,171  the  following  schedule:  for  patented  products  - 9% of the first
$500,000 of sales, 6% of the next $1,500,000 of sales, 5% of the next $3,000,000
of sales and 4% of sales  exceeding  $5,000,000;  for  unpatented  products  the
percentages  are 5%, 4%, 3% and 2% with  exactly the same  levels of sales.  The
Company is also granted the right of first refusal for any other patents granted
to the inventor.                                                                

     In July,  1993 the Company  entered  into a  manufacturing  agreement  with
European Research Laboratories of Pompano Beach, Florida for the production of a
line of  cosmetic,  skin and hair care  products  exclusively  using the product
label "Andre Collard". This agreement has no minimum purchase requirements.     

     (5) Allowance for bad debts During  October 1994 the Company  evaluated the
accounts receivable balances of its three principal customers.  In the course of
working with one of the customers it discovered two  significant  items.  First,
this customer had been forced to close the business by a governmental regulatory
body. As a result it had canceled an order with the  manufacturer on the day the
goods were being  shipped.  The  manufacturer  had failed to notify the Company,
which  resulted in an  overstatement  of sales in the first two  quarters of the
year by $59,400.  The Company  reflected this adjustment as a reduction of sales
in the third quarter.                                                           

     The Company also  established  a reserve of $62,886  against the  remaining
balance  of this  customer's  account  receivable  at  that  time.  The  Company
collected $27,795 of this reserve.  At year end the Company  determined that the
remaining balance of $35,091 was uncollectible and wrote off this amount.       

     Also, there was a dispute between another customer  (commission  basis) and
the  Company.  The  customer  stated it owed the Company  $14,488  less than the
Company  believed was owed.  Due to this  disagreement,  which relates to a June
transaction,  the  Company has  established  a reserve of $14,488  against  this
account  receivable.  The Company  recovered $13,042 of this amount. At year end
the Company  determined that the remaining  balance of $1,446 was  uncollectible
and wrote off this amount.                                                      

     As of December  31, 1994 the Company had  recovered  $40,837 of the amounts
reserved against accounts  receivable,  which  originally  totaled $77,374.  The
Company believes that significant  doubt exists as to the  collectability of the
remaining balance,  therefore the Company chose to write-off the $36,537 balance
remaining.  As of March 31, 1996 the Company has not  collected  any  additional
amounts  of this  balance.  The  Company  intends to fully  review all  accounts
receivable  on an at  least  quarterly  basis in the  future  to  determine  the
necessity of establishing reserves.                                             

     (6) Industry  Segment  Information The Company has three distinct  industry
segments,  of which two make up Product sales, and the third is the sole segment
within the  Commissions  revenue stream.  The Company sells  household  products
strictly on commission for third-party manufacturers.  The Product sales revenue
stream is currently composed of its automotive products, but expects to sell its
cosmetics line beginning in early 1995.                                         

                                                        · Enlarge/Download Table
                                                                                           

                            Household Products    Automotive Products        Cosmetics     
3 months ended March 31,     1995           1996    1995         1996      1995        1996

Revenue                   $      0             0       0             0       0          0  
Profitability             $      0             0  (2,063)            0  (2,063)         0  
Identifiable assets       $      0             0   3,586         3,586       0          0  
Depreciation              $      0             0     231           230     230        230  
Capital expenditures      $      0             0       0             0       0          0  

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 Energy Conservation International, Inc.
(f/k/a Vision Marketing Group, Inc.)

Notes to Financial Statements, Continued

     (7) Note receivable  from  stockholder The Company has loaned the principal
stockholder,  Mr.  Baker,  $11,418  at March 31,  1996.  This loan has been made
without the benefit of collateral,  nor does it carry a stated  interest rate or
maturity date.                                                                  

     (8) Income taxes The Company had a deferred income tax asset of $0 at March
31,  1995 and  $40,200  at March 31,  1996  resulting  from net  operating  loss
carryforwards  totaling $101,766.  The deferred tax asset is composed of $34,600
in federal and $5,600 for state.  $100,687 of these loss carryforwards expire in
2010 and $1,079 in 2011.  As the Company has had limited  profitability,  it has
established a valuation allowance of $40,197.                                   

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 ENERGY CONSERVATION INTERNATIONAL, INC.
(f/k/a Vision Marketing Group, Inc.)

PART I Financial Information                                                    

Item 2 Managements Discussion and Analysis                                      

Results of Operations - First Quarter, 1995 and 1996                            

Revenue for the quarter ended March 31, 1996 was non-existent as the Company has
not been able to complete its public  offering  and was lacking  funds to market
its products.                                                                   

In January,  1996 the  negotiations  for the acquisition of European  Cosmetics,
Inc. were  terminated.  The principal  continued to search for  acquisitions and
other business venues and possibilities, but was unsuccessful.                  

The Company's  operations  were basically  inactive as the principal had to seek
alternative employment to meet his personal needs.                              

The only expenses were for bank service  charges,  and the bank accounts closed.
The president did not receive any salaries due to lack of funds and revenue. The
president has waived all rights to compensation for the quarter ended, March 31,
1996.                                                                           

Plan of Operation                                                               

Management  intends to use the net proceeds from its offering to further develop
and expand the Company's existing operations and markets.  The Company currently
markets two product lines,  the Slip brand of automotive  products and a line of
cosmetics sold under the brand name Andree Collard.  The Company intends to test
market the one minute  commercial for the Slip products shortly after receipt of
the net proceeds of this offering.  The Company intends to develop its 25 minute
infomercial for the Slip products upon  completion of the one minute  commercial
test. The Company has also been developing  other channels of  distribution  for
the Slip products, such as new automobile dealerships, automobile manufacturers,
fleet vehicle operators and cable television shopping networks.                 

The Company has been  marketing its cosmetics  product line to several  regional
and national retail department store chains. The Company also intends to develop
other  channels of  distribution  for the  cosmetics  product line shortly after
receipt of the net  proceeds of its  offering.  The Company also intends to hire
several  additional  key personnel  shortly after receipt of the net proceeds of
its  offering  to include an  Automotive  National  Sales  Manager,  a Cosmetics
National Sales Manager and a Plant Manager among others.                        

Liquidity and Capital Resources                                                 

The Company's lack of operating  revenues to provide sufficient cash to meet the
Company's  ordinary  and usual  needs.  The  Company's  liquidity  was  severely
affected  by the events  discussed  in the  results of  operations.  The Company
expects its liquidity to be constricted until either operating  revenues improve
or the Company receives  sufficient  proceeds from its offering.  The Company is
not expected to enter into any agreements or contracts for  expenditures  beyond
its current  operating  needs until  sufficient  proceeds  from the offering are
available to meet those needs.  There is no assurance that sufficient funds will
be received from the offering.                                                  

The  Company's  only known  sources of capital are the proceeds from the sale of
the common stock and anticipated cash from operating  revenues.  The Company may
need to  incur  additional  debt in the  foreseeable  future  to fund  operating
expenses                                                                        
12

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 ENERGY CONSERVATION INTERNATIONAL, INC.
(f/k/a Vision Marketing Group, Inc.)

PART II     Other Information                                                   

Item 1         Legal Proceedings                                                

The Company is not a party to any pending legal proceedings.                    

Item 2         Changes in Securities                                            

None                                                                            

Item 3         Defaults Upon Senior Securities                                  

None                                                                            

Item 4         Submission of Matters to a Vote of Security Holders              

None                                                                            

Item 5         Other Information                                                

The Company is filing  this report to the  Securities  and  Exchange  Commission
late.  This  report  was due to have been filed on August  14,  1995,  and it is
actually being filed on August 29, 1996.                                        

Item 6         Exhibits and Reports on Form 8-K                                 

None                                                                            

13

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 ENERGY CONSERVATION INTERNATIONAL, INC.
(f/k/a Vision Marketing Group, Inc.)

SIGNATURES

Pursuant to the  registration  requirements  of the  Securities  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.                                      

                                     Energy Conservation International, Inc.
                                    (Registrant)

                           BY:   /s/ Daniel S. Pena, Sr.
                             Daniel S. Pena, Sr.
                               Chairman of the Board

DATE: August 29, 1996                                                           

                            BY:   /s/ Jose A. Alvarez, CPA
                              Jose A. Alvarez, CPA
                                             President, Chief Executive Officer,
                                 Chief Financial Officer

                         BY:   /s/ Steven M. Alvarez
                           Steven M. Alvarez
                   Secretary

                        BY:   /s/ Lucinda A. Burke
                          Lucinda A. Burke
                  Director

                        BY:   /s/ David A. Reecher
                          David A. Reecher
                  Director

14

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10-Q Filing	Date	First	Last	Other Filings

	1/14/92	8
	11/10/92	8	9
	12/9/92	8	9
	12/31/92	9
	12/16/93	9
	12/31/94	10
For The Period Ended	3/30/95
	3/31/95	1	11
	6/7/95	9
	6/30/95	6		10-Q
	8/14/95	1	13
	3/31/96	8	12	10-Q/A
Filed On / Filed As Of	8/29/96	1	14	10KSB, 10-Q, 8-K
	9/1/99	9

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Energy Conservation International Inc · 10-Q · For 3/30/95

Filed On 8/29/96 · SEC File 33-76634 · Accession Number 1014060-96-27

Quarterly Report · Form 10-QFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Quarterly Report · Form 10-Q
Filing Table of Contents