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  <title>Vision Global Solutions Inc. - Form S-8</title>
  <body>
  <pre>
          UNITED STATES SECURITIES AND EXCHANGE COMMISSION
  
                      WASHINGTON, D.C. 20549
  
                            FORM S-8
  
      REGISTRATION STATEMENT UNDER THE SECURITIES ACTS OF 1933
  
                    VISION GLOBAL SOLUTIONS INC.
            (Name of Small Business Issuer in its Charter)
  
  
  Ontario, Canada					None
  (State or other jurisdiction of		(I.R.S. Employer
  Incorporation or organization)		Identification No.)
  
                      455 Notre-Dame Street East
  
  Montreal, Quebec 						H2Y 1C9
  (Address of Principal executive offices)			(Zip Code)
  
               Issuer's telephone number (514) 848-1166
  
                      VISION GLOBAL SOLUTIONS INC.
            2003 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
                      (Full title of the plan)
  
            Jean-Paul Ouellette, Principal Executive Officer
  
                          Ontario, Canada
  
                          Vincent Vecchio
                      455 Notre-Dame Street East
                       Montreal, Quebec H2Y 1C9
                        Tel.: (514)-848-1166
          (Name, address and telephone number of agent for service)
  
  CALCULATION OF REGISTRATION FEE
  
  TITLE OF 	PROPOSED	PROPOSED	PROPOSED	AMOUNT OF
  SECURITIES TO 	AMOUNT TO BE    MAXIMUM	        MAXIMUM		REGISTRATION
  BE REGISTERED	REGISTERED      OFFERING PER    AGGREGATE	FEE
  			        SHARE (1)	OFFERING
  						PRICE
  
  Common Stock,	6,000,000(2)    $0.15           $90,000         $66.24
  no par value
  
  (1)	Estimated solely for the purpose of calculating the registration fee in
  accordance with Rule 457(c), based on the average of the bid and asked price
  quoted on the OTC BB for the Company's Common Stock as of February 10, 2003,
  which is within five (5) days prior to the date of filing of this registration
  statement.
  
  (2)	Represents the maximum number of shares, which may be issued under the
  Vision Global Solutions Inc. Employee/Consultant Stock Compensation Plan (the
  "Plan").
  
  Item 1.	Plan Information.
  
  The registrant, Vision Global Solutions Inc., is registering up to 6,000,000 of
  Vision's common stock under Vision Global Solutions Inc.'s Employee/Consultant
  Stock Compensation Plan.
  
  Vision will send or give the documents containing the information specified in
  this Item 1 to each participant as specified by Rule 428(b) (1) of the
  Securities Exchange Act (the "Securities Act"). In accordance with the rules and
  regulations of the Securities and Exchange Commission ("SEC") and the
  instructions to Form S-8, Vision is not filing such documents with the SEC
  either as part of this registration statement or as prospectuses or prospectus
  supplements pursuant to Rule 424.
  
  Item 2.	Registrant Information and Employee Plan Annual Information.
  
  Vision will send or give to participants, upon oral or written request, without
  charge, the documents incorporated by reference in Item 3 of Part II of this
  registration statement as specified by Rule 428(b) (1). In accordance with the
  rules and regulations of the SEC and the instructions to Form S-8, Vision is not
  filing such documents with the SEC either as part of this registration statement
  or as prospectuses or prospectus supplements pursuant to Rule 424 of the
  Securities Act. The request for such documents should be addressed to Jean-Paul
  Ouellette, Chief Financial Officer, Vision Global Solutions Inc., 455 Notre Dame
  Street East, Montreal, Quebec, Canada H2Y lC9.
  
  PART II
  
  INFORMATIOBN REQUIRED IN REGISTRATION STATEMENT
  
  Item 3.	Incorporation of Documents by Reference
  
  (1)	The Registrant statement of Form 20-F, filed pursuant to Section 12 (g) of
  the Securities Act;
  
  (2)	All other reports filed by the Registrant with the Commission pursuant to
  Sections 13 (a) or 15 (b) of the Securities Act; and
  
  (3)	The description of the Common Stock or the Registrant contained in item
  3.B "Capitalization and Indebtedness" in Vision's Registration Statement filed
  on Form 20-F filed on February 23, 2003.
  
  All documents filed by the Registrant with the Commission pursuant to Section
  13(a), 13(c), 14 or 15(d) of the Securities subsequent to the date of this
  Registration Statement and prior to the filing of a post-effective amendment
  hereto which that all Securities offered have been sold or which deregisters all
  securities then remaining unsold, shall be deemed to be incorporated by
  reference herein and to be a part thereof from the date of filing of such
  documents, shall be deemed incorporated by reference herein and to be a part
  hereof from the date of filing of such documents.
  
  Item 4.	Description of Securities.
  
  Not applicable.
  
  Item 5.	Interests of Named Experts and Counsel.
  
  Not applicable.
  
  Item 6.	Indemnification of Directors and Officers.
  
  Part IX, Section 136 of the Business Corporations Act (Ontario) allows for the
  indemnification of certain directors and officers. Specifically, Section 136
  allows a corporation to indemnify a director or officer of a corporation or a
  person who acts or acted at the corporation's request as a director or officer
  of a body corporate of which the corporation is or was a shareholder or
  creditor, and his or her heirs and legal representatives, against all costs,
  charges and expenses, including an amount paid to settle an action or satisfy a
  judgment, reasonably incurred by him or her in respect of any civil, criminal or
  administrative action or proceeding to which he or she is made a party by reason
  of being or having been a director or officer of such corporation or body
  corporate, if: (a) he or she acted honestly and in good faith with a view to the
  best interests of the corporation; and, (b) in the case of a criminal or
  administrative proceeding that is enforced by a monetary penalty, he or she had
  reasonable grounds for believing that his or her conduct was lawful. A
  corporation may, with the approval of a court of competent jurisdiction,
  indemnify the foregoing persons with respect to any action by or on behalf of
  the corporation or body corporate to procure a judgement in its favor, to which
  the person is made a party by reason of being or having been a director or an
  officer of the corporation or body corporate, against all costs, charges and
  expenses reasonably incurred by the person in connection with such action if he
  or she fulfils the conditions set forth previously in (a) and (b). Despite any
  of the foregoing, those persons set forth above are entitled to indemnity from
  the corporation in respect of all costs, charges and expenses reasonably
  incurred by the person in connection with the defense of any civil, criminal or
  administrative action or proceeding to which he or she is made a party by reason
  of being or having been a director or officer of the corporation or body
  corporate, if the person seeking indemnity: (i) was substantially successful on
  the merits in his or her defense of the action or proceeding; and, (ii) fulfils
  the conditions set forth above in (a) and (b).
  
  Section 25 of Vision's Bylaws allows for the indemnification of certain
  directors and officers of Vision. Specifically, Vision shall indemnify the
  directors and officers of Vision, former directors or officers of Vision or a
  person who acts or acted at Vision's request as a director or officer of a body
  corporate of which Vision is or was a shareholder or creditor and his heirs and
  legal representatives against all costs, charges and expenses, including an
  amount paid to settle an action or satisfy a judgement, reasonably incurred by
  him in respect of any civil, criminal or administrative action or proceeding to
  which he is made a party by reason of being or having been a director or officer
  of Vision or body corporate against all costs, charges and expenses reasonably
  incurred by him in connection with such action, if, he acted honestly and in
  good faith with a view to the best interests of Vision; and in the case of a
  criminal or administrative action or proceeding that is enforced by a monetary
  penalty, he had reasonable grounds for believing that his conduct was lawful.
  
  Item 7.	Exemption from Registration Claimed.
  
  Not applicable.
  
  Item 8.	Exhibits.
  
  5.1	* Opinion of Robert M. Isles, Barrister and Solicitor
  
  10.35	* VISION GLOBAL SOLUTIONS INC. Employee/Consultant Stock Compensation Plan
  
  23.1	* Consent of Verrier, Paquin, Hebert, A General Partnership, Chartered
  Accountants
  
  23.2	* Consent of Robert M. Isles, Barrister and Solicitor (contained in the
  opinion filed as Exhibit 5.1 hereof)
  
  	(* filed herewith)
  
  Item 9.	Undertakings.
  
  The undersigned registrant hereby undertakes to:
  
  (1)	File, during any period in which offers or sales are being made, a post-
  effective amendment to this registration statement to:
  (i)	Include any prospectus required by Section 10(a)(3) of the Securities Act
  of 1933;
  
  (ii)	Reflect in the prospectus any facts or events arising after the effective
  date of this registration statement (or the most recent post-effective amendment
  thereof) which, individually or in the aggregate, represents a fundamental
  change in the information in the registration statement;
  
  (iii)	Include any material information on the plan of distribution not
  previously disclosed in the registration statement or any material change to
  such information in the registration statement.
  
  (2)	For determining any liability under the Securities Act of 1933, treat each
  post-effective amendment as a new registration statement of the securities
  offered, and the offering of the securities at that time to be the initial bona
  fide offering thereof.
  
  (3)	File a post-effective amendment to remove from registration any of the
  securities that remain unsold at the end of the offering.
  
  (4)	Vision hereby undertakes that, for purposes of determining any liability
  under the Securities Act of 1933, each filing of the Vision's annual report
  pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of
  1934 (and, where applicable, each filing of an employee benefit plan's annual
  report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
  SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the undersigned
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Montreal, Province of Quebec, Canada, on the 17th day
  of February, 2003.
  
  Vision Global Solutions Inc.
  
  By:	/S/ Jean-Paul Ouellette
  Jean-Paul Ouellette
  Chief Executive Officer
  and President
  
  Pursuant to the requirements of the Securities Act of 1933, this registration
  statement has been signed by the following persons in the capacities and on the
  dates indicated:
  
  
  NAME					   TITLE				DATE
  
  /S/ Jean-Paul Ouellette		   Chief Executive Officer,	February 17, 2003
  Jean-Paul Ouellette		   President and Director
  (Principal Executive Officer and
  Principal Financial Officer)
  
  /S/ Eric Ouellette		   Director,			February 17, 2003
  Jean-Paul Ouellette		   President and Director
  (Principal Executive Officer and
  Principal Financial Officer)
  
  
  Exhibit 10.35
  
  EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
  
  I. PURPOSE OF THE PLAN.
  
  The purpose of this Plan is to further the growth of Vision Global Solutions Inc
  allowing the Company to compensate consultants and certain employees who have
  provided bona fide services to the Company, through the award of Common Stock of
  the Company.
  
  II. DEFINITIONS.
  
  Whenever used in this Plan, the following terms shall have the meanings set
  forth in this Section:
  
  1. "Award" means any grant of (i) Common Stock or (ii) options or warrants to
  purchase Common Stock made under this Plan.
  
  2. "Board of Directors" means the Board of Directors of the Company.
  
  3. "Code" means the Internal Revenue Code of 1986, as amended.
  
  4. "Common Stock" means the Common Stock of the Company.
  
  5. "Date of Grant" means the day the Board of Directors authorized the grant of
  an Award or such later date as may be specified by the Board of Directors as the
  date a particular Award will become effective.
  
  6. "Consultant" means any person or entity (i) who has rendered or will render
  bona fide services to the Company, and (ii) who, in the opinion of the Board of
  Directors, are in a position to make, or who have previously made, a significant
  contribution to the success of the Company.
  
  7. "Subsidiary" means any corporation that is a subsidiary with regard to as
  that term is defined in Section 424(f) of the Code.
  
  III. EFFECTIVE DATE OF THE PLAN.
  
  The effective date of this Plan is January 1, 2003.
  
  IV. ADMINISTRATION OF THE PLAN.
  
  The Board of Directors will be responsible for the administration of this Plan,
  and will grant Awards under this Plan. Subject to the express provisions of this
  Plan and applicable law, the Board of Directors shall have full authority and
  sole and absolute discretion to interpret this Plan, to prescribe, amend and
  rescind rules and  regulations  relating to it, and to make all other
  determinations , which it believes to be necessary or advisable in administering
  this Plan. The determinations of the Board of Directors on the matters referred
  to in this Section shall be conclusive. The Board of Directors shall have sole
  and absolute discretion to amend this Plan. No member of the Board of Directors
  shall be liable for any act or omission in connection with the administration of
  this Plan unless it resulted from the member's willful misconduct.
  
  V. STOCK SUBJECT TO THE PLAN.
  
  The maximum number of shares of Common Stock as to which Awards may be granted
  under this Plan is 6,000,000 shares which number represents 6,000,000 shares not
  yet issued under the Plan. The Board of Directors may increase the maximum
  number of shares of Common Stock as to which Awards may be granted at such time
  as it deems advisable.
  
  II PERSONS ELIGIBLE TO RECEIVE AWARDS.
  
  Awards may be granted only to Consultants and Employees.
  
  II GRANTS OF AWARDS.
  
  Except as otherwise provided herein, the Board of Directors shall have complete
  discretion to determine when and to which Consultants and Employees Awards are
  to be granted, and the number of shares of Common Stock as to which Awards
  granted to each Consultant and Employee will relate, and the terms and
  conditions upon which an Award may be issued (including, without limitation, the
  date of exercisability, exercise price and term of any Award which constitutes
  an option or warrant to purchase Common Stock). No grant will be made if, in the
  judgment of the Board of Directors, such a grant would constitute a public
  distribution within the meaning of the Securities Act of 1933, as amended (the"
  Act"), or the rules and regulations promulgated there under.
  
  II DELIVERY OF STOCK CERTIFICATES.
  
  As promptly as practicable after authorizing the grant of an Award, the Company
  shall deliver to the person who is the recipient of the Award, a certificate or
  certificates registered in that person's name, representing the number of shares
  of Common Stock that were granted. If applicable, each certificate shall bear a
  legend to indicate that the Common Stock represented by the certificate was
  issued in a transaction, which was not registered under the Act, and may only be
  sold or transferred in a transaction that is registered under the Act or is
  exempt from the registration requirements of the Act.
  
  IX. RIGHT TO CONTINUED ENGAGEMENT.
  
  Nothing in this Plan or in the grant of an Award shall confer upon any
  Consultant the right to continued engagement by the Company nor shall it
  interfere with or restrict in any way the rights of the Company to discharge any
  Consultant or to terminate any consulting relationship at any time.
  
  X. LAWS AND REGULATIONS.
  
  1. The obligation of the Company to sell and deliver shares of Common Stock on
  the grant of an Award under this Plan shall be subject to the condition that
  counsel for the Company be satisfied that the sale and delivery thereof will not
  violate the Act or any other applicable laws, rules or regulations.
  
  2. This Plan is intended to meet the requirements of Rule 16b-3 in order to
  provide officers and directors with certain exemptions from Section 16(b) of the
  Securities Exchange Act of 1934, as amended.
  
  XI. TERMINATION OF THE PLAN.
  
  The Board of Directors may suspend or terminate this Plan at any time or from
  time to time, but no such action shall adversely affect the rights of a person
  granted an Award under this Plan prior to that date.
  
  XII. DELIVERY OF PLAN.
  
  A copy of this Plan shall be delivered to all participants, together with a copy
  of the resolution or resolutions of the Board of Directors authorizing the
  granting of the Award and establishing the terms, if any, of participation.
  
  
  Exhibits 5 & 23.3
  
  ROBERT M. ISLES
  Barrister & Solicitor, Suite 1101, 44 Victoria Street, Toronto, Ontario M5C 1Y2
  Tel:  416-368-7116;
  Fax: 416-368-6827
  
  February 18, 2003
  
  Board of Directors
  Toronto, Ontario, Canada M5H 4B2
  
  Gentlemen:
  
  At your request, I have examined the Registration Statement on Form S-8 to be
  filed by you with the Securities and Exchange Commission on or about February
  17, 2002, in connection with the registration under the Securities Act of 1933,
  as amended, of 6,000,000 shares of the Company's Common Stock, without par value
  (exclusive of any securities associated therewith, the "Stock") to be sold by
  you pursuant to the Company's Employee/Consultant Stock Compensation Plan (the
  "Plan").
  
  As your counsel, I have examined the proceedings relating to and action taken by
  you in connection with the adoption of the Plan.
  
  It is my opinion that the 6,000,000 shares of the Stock that may be issued and
  sold by the Company pursuant to the Plan, when issued and sold in the manner
  provide in the Plan, will be validly issued, fully-paid and non-assessable.
  
  I consent to the use of this opinion as an exhibit to the Registration Statement
  and further consent to all references to us in the Registration Statement and
  any amendments thereto. In providing this consent, I do not thereby admit that I
  am within the category of persons whose consent is required under Section 7 of
  the Securities Act of 1933, or the rules and regulations of the Commission
  thereunder.
  
  Very truly yours,
  
  /s/ Robert M. Isles
  ----------------------------------
  Robert M. Isles
  
  
  Exhibit 23.1
  
  Opinion of Verrier, Paquin, Hebert, a General Partnership, Chartered Accountants
  
  We are the auditors of Vision Global Solutions Inc. As such we expressed our
  unqualified opinion upon the consolidated financial statements of Vision Global
  Solutions Inc. for the year then ended March 31, 2002.
  
  We hereby consent to the incorporation by reference in this registration
  statement on Form S-8, of our report dated June 3, 2002 of the consolidated
  financial statements of Vision Global Solutions Inc. for the year ended March
  31, 2002 and the consolidated statements of income, comprehensive income (loss),
  deficit ad cash flows for the year ended March 31, 2002.
  
  Yours truly,
  
  VERRIER, PAQUIN, HEBERT
  /S/ Verrier, Paquin, Hebert
  -------------------------------
  Verrier, Paquin, Hebert
  A General Partnership
  Chartered Accountants
  
  Drummondville, Canada
  
  February 18, 2003
  
  </pre>
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text: Vision Global Solutions Inc. - Form S-8
  UNITED STATES SECURITIES AND EXCHANGE COMMISSION
  
                      WASHINGTON, D.C. 20549
  
                            FORM S-8
  
      REGISTRATION STATEMENT UNDER THE SECURITIES ACTS OF 1933
  
                    VISION GLOBAL SOLUTIONS INC.
            (Name of Small Business Issuer in its Charter)
  
  Ontario, Canada					None
  (State or other jurisdiction of		(I.R.S. Employer
  Incorporation or organization)		Identification No.)
  
                      455 Notre-Dame Street East
  
  Montreal, Quebec 						H2Y 1C9
  (Address of Principal executive offices)			(Zip Code)
  
               Issuer's telephone number (514) 848-1166
  
                      VISION GLOBAL SOLUTIONS INC.
            2003 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
                      (Full title of the plan)
  
            Jean-Paul Ouellette, Principal Executive Officer
  
                          Ontario, Canada
  
                          Vincent Vecchio
                      455 Notre-Dame Street East
                       Montreal, Quebec H2Y 1C9
                        Tel.: (514)-848-1166
          (Name, address and telephone number of agent for service)
  
  CALCULATION OF REGISTRATION FEE
  
  TITLE OF 	PROPOSED	PROPOSED	PROPOSED	AMOUNT OF
  SECURITIES TO 	AMOUNT TO BE    MAXIMUM	        MAXIMUM		REGISTRATION
  BE REGISTERED	REGISTERED      OFFERING PER    AGGREGATE	FEE
  			        SHARE (1)	OFFERING
  						PRICE
  
  Common Stock,	6,000,000(2)    $0.15           $90,000         $66.24
  no par value
  
  (1)	Estimated solely for the purpose of calculating the registration fee in
  accordance with Rule 457(c), based on the average of the bid and asked price
  quoted on the OTC BB for the Company's Common Stock as of February 10, 2003,
  which is within five (5) days prior to the date of filing of this registration
  statement.
  
  (2)	Represents the maximum number of shares, which may be issued under the
  Vision Global Solutions Inc. Employee/Consultant Stock Compensation Plan (the
  "Plan").
  
  Item 1.	Plan Information.
  
  The registrant, Vision Global Solutions Inc., is registering up to 6,000,000 of
  Vision's common stock under Vision Global Solutions Inc.'s Employee/Consultant
  Stock Compensation Plan.
  
  Vision will send or give the documents containing the information specified in
  this Item 1 to each participant as specified by Rule 428(b) (1) of the
  Securities Exchange Act (the "Securities Act"). In accordance with the rules and
  regulations of the Securities and Exchange Commission ("SEC") and the
  instructions to Form S-8, Vision is not filing such documents with the SEC
  either as part of this registration statement or as prospectuses or prospectus
  supplements pursuant to Rule 424.
  
  Item 2.	Registrant Information and Employee Plan Annual Information.
  
  Vision will send or give to participants, upon oral or written request, without
  charge, the documents incorporated by reference in Item 3 of Part II of this
  registration statement as specified by Rule 428(b) (1). In accordance with the
  rules and regulations of the SEC and the instructions to Form S-8, Vision is not
  filing such documents with the SEC either as part of this registration statement
  or as prospectuses or prospectus supplements pursuant to Rule 424 of the
  Securities Act. The request for such documents should be addressed to Jean-Paul
  Ouellette, Chief Financial Officer, Vision Global Solutions Inc., 455 Notre Dame
  Street East, Montreal, Quebec, Canada H2Y lC9.
  
  PART II
  
  INFORMATIOBN REQUIRED IN REGISTRATION STATEMENT
  
  Item 3.	Incorporation of Documents by Reference
  
  (1)	The Registrant statement of Form 20-F, filed pursuant to Section 12 (g) of
  the Securities Act;
  
  (2)	All other reports filed by the Registrant with the Commission pursuant to
  Sections 13 (a) or 15 (b) of the Securities Act; and
  
  (3)	The description of the Common Stock or the Registrant contained in item
  3.B "Capitalization and Indebtedness" in Vision's Registration Statement filed
  on Form 20-F filed on February 23, 2003.
  
  All documents filed by the Registrant with the Commission pursuant to Section
  13(a), 13(c), 14 or 15(d) of the Securities subsequent to the date of this
  Registration Statement and prior to the filing of a post-effective amendment
  hereto which that all Securities offered have been sold or which deregisters all
  securities then remaining unsold, shall be deemed to be incorporated by
  reference herein and to be a part thereof from the date of filing of such
  documents, shall be deemed incorporated by reference herein and to be a part
  hereof from the date of filing of such documents.
  
  Item 4.	Description of Securities.
  
  Not applicable.
  
  Item 5.	Interests of Named Experts and Counsel.
  
  Not applicable.
  
  Item 6.	Indemnification of Directors and Officers.
  
  Part IX, Section 136 of the Business Corporations Act (Ontario) allows for the
  indemnification of certain directors and officers. Specifically, Section 136
  allows a corporation to indemnify a director or officer of a corporation or a
  person who acts or acted at the corporation's request as a director or officer
  of a body corporate of which the corporation is or was a shareholder or
  creditor, and his or her heirs and legal representatives, against all costs,
  charges and expenses, including an amount paid to settle an action or satisfy a
  judgment, reasonably incurred by him or her in respect of any civil, criminal or
  administrative action or proceeding to which he or she is made a party by reason
  of being or having been a director or officer of such corporation or body
  corporate, if: (a) he or she acted honestly and in good faith with a view to the
  best interests of the corporation; and, (b) in the case of a criminal or
  administrative proceeding that is enforced by a monetary penalty, he or she had
  reasonable grounds for believing that his or her conduct was lawful. A
  corporation may, with the approval of a court of competent jurisdiction,
  indemnify the foregoing persons with respect to any action by or on behalf of
  the corporation or body corporate to procure a judgement in its favor, to which
  the person is made a party by reason of being or having been a director or an
  officer of the corporation or body corporate, against all costs, charges and
  expenses reasonably incurred by the person in connection with such action if he
  or she fulfils the conditions set forth previously in (a) and (b). Despite any
  of the foregoing, those persons set forth above are entitled to indemnity from
  the corporation in respect of all costs, charges and expenses reasonably
  incurred by the person in connection with the defense of any civil, criminal or
  administrative action or proceeding to which he or she is made a party by reason
  of being or having been a director or officer of the corporation or body
  corporate, if the person seeking indemnity: (i) was substantially successful on
  the merits in his or her defense of the action or proceeding; and, (ii) fulfils
  the conditions set forth above in (a) and (b).
  
  Section 25 of Vision's Bylaws allows for the indemnification of certain
  directors and officers of Vision. Specifically, Vision shall indemnify the
  directors and officers of Vision, former directors or officers of Vision or a
  person who acts or acted at Vision's request as a director or officer of a body
  corporate of which Vision is or was a shareholder or creditor and his heirs and
  legal representatives against all costs, charges and expenses, including an
  amount paid to settle an action or satisfy a judgement, reasonably incurred by
  him in respect of any civil, criminal or administrative action or proceeding to
  which he is made a party by reason of being or having been a director or officer
  of Vision or body corporate against all costs, charges and expenses reasonably
  incurred by him in connection with such action, if, he acted honestly and in
  good faith with a view to the best interests of Vision; and in the case of a
  criminal or administrative action or proceeding that is enforced by a monetary
  penalty, he had reasonable grounds for believing that his conduct was lawful.
  
  Item 7.	Exemption from Registration Claimed.
  
  Not applicable.
  
  Item 8.	Exhibits.
  
  5.1	* Opinion of Robert M. Isles, Barrister and Solicitor
  
  10.35	* VISION GLOBAL SOLUTIONS INC. Employee/Consultant Stock Compensation Plan
  
  23.1	* Consent of Verrier, Paquin, Hebert, A General Partnership, Chartered
  Accountants
  
  23.2	* Consent of Robert M. Isles, Barrister and Solicitor (contained in the
  opinion filed as Exhibit 5.1 hereof)
  
  	(* filed herewith)
  
  Item 9.	Undertakings.
  
  The undersigned registrant hereby undertakes to:
  
  (1)	File, during any period in which offers or sales are being made, a post-
  effective amendment to this registration statement to:
  (i)	Include any prospectus required by Section 10(a)(3) of the Securities Act
  of 1933;
  
  (ii)	Reflect in the prospectus any facts or events arising after the effective
  date of this registration statement (or the most recent post-effective amendment
  thereof) which, individually or in the aggregate, represents a fundamental
  change in the information in the registration statement;
  
  (iii)	Include any material information on the plan of distribution not
  previously disclosed in the registration statement or any material change to
  such information in the registration statement.
  
  (2)	For determining any liability under the Securities Act of 1933, treat each
  post-effective amendment as a new registration statement of the securities
  offered, and the offering of the securities at that time to be the initial bona
  fide offering thereof.
  
  (3)	File a post-effective amendment to remove from registration any of the
  securities that remain unsold at the end of the offering.
  
  (4)	Vision hereby undertakes that, for purposes of determining any liability
  under the Securities Act of 1933, each filing of the Vision's annual report
  pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of
  1934 (and, where applicable, each filing of an employee benefit plan's annual
  report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
  SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the undersigned
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Montreal, Province of Quebec, Canada, on the 17th day
  of February, 2003.
  
  Vision Global Solutions Inc.
  
  By:	/S/ Jean-Paul Ouellette
  Jean-Paul Ouellette
  Chief Executive Officer
  and President
  
  Pursuant to the requirements of the Securities Act of 1933, this registration
  statement has been signed by the following persons in the capacities and on the
  dates indicated:
  
  NAME					   TITLE				DATE
  
  /S/ Jean-Paul Ouellette		   Chief Executive Officer,	February 17, 2003
  Jean-Paul Ouellette		   President and Director
  (Principal Executive Officer and
  Principal Financial Officer)
  
  /S/ Eric Ouellette		   Director,			February 17, 2003
  Jean-Paul Ouellette		   President and Director
  (Principal Executive Officer and
  Principal Financial Officer)
  
  Exhibit 10.35
  
  EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
  
  I. PURPOSE OF THE PLAN.
  
  The purpose of this Plan is to further the growth of Vision Global Solutions Inc
  allowing the Company to compensate consultants and certain employees who have
  provided bona fide services to the Company, through the award of Common Stock of
  the Company.
  
  II. DEFINITIONS.
  
  Whenever used in this Plan, the following terms shall have the meanings set
  forth in this Section:
  
  1. "Award" means any grant of (i) Common Stock or (ii) options or warrants to
  purchase Common Stock made under this Plan.
  
  2. "Board of Directors" means the Board of Directors of the Company.
  
  3. "Code" means the Internal Revenue Code of 1986, as amended.
  
  4. "Common Stock" means the Common Stock of the Company.
  
  5. "Date of Grant" means the day the Board of Directors authorized the grant of
  an Award or such later date as may be specified by the Board of Directors as the
  date a particular Award will become effective.
  
  6. "Consultant" means any person or entity (i) who has rendered or will render
  bona fide services to the Company, and (ii) who, in the opinion of the Board of
  Directors, are in a position to make, or who have previously made, a significant
  contribution to the success of the Company.
  
  7. "Subsidiary" means any corporation that is a subsidiary with regard to as
  that term is defined in Section 424(f) of the Code.
  
  III. EFFECTIVE DATE OF THE PLAN.
  
  The effective date of this Plan is January 1, 2003.
  
  IV. ADMINISTRATION OF THE PLAN.
  
  The Board of Directors will be responsible for the administration of this Plan,
  and will grant Awards under this Plan. Subject to the express provisions of this
  Plan and applicable law, the Board of Directors shall have full authority and
  sole and absolute discretion to interpret this Plan, to prescribe, amend and
  rescind rules and  regulations  relating to it, and to make all other
  determinations , which it believes to be necessary or advisable in administering
  this Plan. The determinations of the Board of Directors on the matters referred
  to in this Section shall be conclusive. The Board of Directors shall have sole
  and absolute discretion to amend this Plan. No member of the Board of Directors
  shall be liable for any act or omission in connection with the administration of
  this Plan unless it resulted from the member's willful misconduct.
  
  V. STOCK SUBJECT TO THE PLAN.
  
  The maximum number of shares of Common Stock as to which Awards may be granted
  under this Plan is 6,000,000 shares which number represents 6,000,000 shares not
  yet issued under the Plan. The Board of Directors may increase the maximum
  number of shares of Common Stock as to which Awards may be granted at such time
  as it deems advisable.
  
  II PERSONS ELIGIBLE TO RECEIVE AWARDS.
  
  Awards may be granted only to Consultants and Employees.
  
  II GRANTS OF AWARDS.
  
  Except as otherwise provided herein, the Board of Directors shall have complete
  discretion to determine when and to which Consultants and Employees Awards are
  to be granted, and the number of shares of Common Stock as to which Awards
  granted to each Consultant and Employee will relate, and the terms and
  conditions upon which an Award may be issued (including, without limitation, the
  date of exercisability, exercise price and term of any Award which constitutes
  an option or warrant to purchase Common Stock). No grant will be made if, in the
  judgment of the Board of Directors, such a grant would constitute a public
  distribution within the meaning of the Securities Act of 1933, as amended (the"
  Act"), or the rules and regulations promulgated there under.
  
  II DELIVERY OF STOCK CERTIFICATES.
  
  As promptly as practicable after authorizing the grant of an Award, the Company
  shall deliver to the person who is the recipient of the Award, a certificate or
  certificates registered in that person's name, representing the number of shares
  of Common Stock that were granted. If applicable, each certificate shall bear a
  legend to indicate that the Common Stock represented by the certificate was
  issued in a transaction, which was not registered under the Act, and may only be
  sold or transferred in a transaction that is registered under the Act or is
  exempt from the registration requirements of the Act.
  
  IX. RIGHT TO CONTINUED ENGAGEMENT.
  
  Nothing in this Plan or in the grant of an Award shall confer upon any
  Consultant the right to continued engagement by the Company nor shall it
  interfere with or restrict in any way the rights of the Company to discharge any
  Consultant or to terminate any consulting relationship at any time.
  
  X. LAWS AND REGULATIONS.
  
  1. The obligation of the Company to sell and deliver shares of Common Stock on
  the grant of an Award under this Plan shall be subject to the condition that
  counsel for the Company be satisfied that the sale and delivery thereof will not
  violate the Act or any other applicable laws, rules or regulations.
  
  2. This Plan is intended to meet the requirements of Rule 16b-3 in order to
  provide officers and directors with certain exemptions from Section 16(b) of the
  Securities Exchange Act of 1934, as amended.
  
  XI. TERMINATION OF THE PLAN.
  
  The Board of Directors may suspend or terminate this Plan at any time or from
  time to time, but no such action shall adversely affect the rights of a person
  granted an Award under this Plan prior to that date.
  
  XII. DELIVERY OF PLAN.
  
  A copy of this Plan shall be delivered to all participants, together with a copy
  of the resolution or resolutions of the Board of Directors authorizing the
  granting of the Award and establishing the terms, if any, of participation.
  
  Exhibits 5 & 23.3
  
  ROBERT M. ISLES
  Barrister & Solicitor, Suite 1101, 44 Victoria Street, Toronto, Ontario M5C 1Y2
  Tel:  416-368-7116;
  Fax: 416-368-6827
  
  February 18, 2003
  
  Board of Directors
  Toronto, Ontario, Canada M5H 4B2
  
  Gentlemen:
  
  At your request, I have examined the Registration Statement on Form S-8 to be
  filed by you with the Securities and Exchange Commission on or about February
  17, 2002, in connection with the registration under the Securities Act of 1933,
  as amended, of 6,000,000 shares of the Company's Common Stock, without par value
  (exclusive of any securities associated therewith, the "Stock") to be sold by
  you pursuant to the Company's Employee/Consultant Stock Compensation Plan (the
  "Plan").
  
  As your counsel, I have examined the proceedings relating to and action taken by
  you in connection with the adoption of the Plan.
  
  It is my opinion that the 6,000,000 shares of the Stock that may be issued and
  sold by the Company pursuant to the Plan, when issued and sold in the manner
  provide in the Plan, will be validly issued, fully-paid and non-assessable.
  
  I consent to the use of this opinion as an exhibit to the Registration Statement
  and further consent to all references to us in the Registration Statement and
  any amendments thereto. In providing this consent, I do not thereby admit that I
  am within the category of persons whose consent is required under Section 7 of
  the Securities Act of 1933, or the rules and regulations of the Commission
  thereunder.
  
  Very truly yours,
  
  /s/ Robert M. Isles
  ----------------------------------
  Robert M. Isles
  
  Exhibit 23.1
  
  Opinion of Verrier, Paquin, Hebert, a General Partnership, Chartered Accountants
  
  We are the auditors of Vision Global Solutions Inc. As such we expressed our
  unqualified opinion upon the consolidated financial statements of Vision Global
  Solutions Inc. for the year then ended March 31, 2002.
  
  We hereby consent to the incorporation by reference in this registration
  statement on Form S-8, of our report dated June 3, 2002 of the consolidated
  financial statements of Vision Global Solutions Inc. for the year ended March
  31, 2002 and the consolidated statements of income, comprehensive income (loss),
  deficit ad cash flows for the year ended March 31, 2002.
  
  Yours truly,
  
  VERRIER, PAQUIN, HEBERT
  /S/ Verrier, Paquin, Hebert
  -------------------------------
  Verrier, Paquin, Hebert
  A General Partnership
  Chartered Accountants
  
  Drummondville, Canada
  
  February 18, 2003