U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Amendment No.1
For the fiscal year ended December 31, 2008
Commission file number: 000-52107
CLEARVIEW ACQUISITIONS, INC.
(Exact name of registrant as specified in its charter)
Nevada | 20-4069588 | |
(State of incorporation) | (I.R.S. Employer Identification No.) |
1848 Commercial Street
San Diego, California 92113
(Address of principal executive offices, zip code)
(877) 246-4354
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $0.0001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | o | Accelerated filer | o | |
Non-accelerated filer | o | Smaller reporting company | x |
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes x No o
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently computed second fiscal quarter. $35,007,306.
The number of shares of the issuer’s common stock issued and outstanding as of April 6, 2009 was 54,315,086 shares.
Documents Incorporated By Reference: None
EXPLANATORY NOTE
We are amending our Annual Report on Form 10-K (the “Original Filing”) for the fiscal year ended December 31, 2008, which was filed with the Securities and Exchange Commission on March 30, 2009. This Amendment is being filed because the Original Filing inadvertently failed to include the balance sheet information as of December 31, 2007, as required pursuant to Rule 8-02 of Regulation S-X. For convenience and ease of reference, this Amendment contains only Item 8, the Financial Statements and footnotes thereto. As a result of this Amendment, the certifications made pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, filed as exhibits to the Original Filing, have been re-executed and re-filed as of the date of this Amendment.
This Amendment does not modify or update other disclosures in, or exhibits to, the Original Filing, and, accordingly, this Amendment should be read in conjunction with the Original Filing.
PART II
Item 8. Financial Statements.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Clearview Acquisitions, Inc.
We have audited the accompanying balance sheets of Clearview Acquisitions, Inc. (a Development Stage Company) (“the Company”) as of December 31, 2008 and 2007, and the related statements of operations, stockholders’ deficiency and cash flows for each of the two years in the period ended December 31, 2008 and the period January 10, 2006 (inception) to December 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Also, an audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Clearview Acquisitions, Inc. at December 31, 2008 and 2007, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2008 and the period January 10, 2006 (inception) to December 31, 2008 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred an operating loss for the year ended December 31, 2008, has had no revenues and has not commenced planned principal operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
WOLINETZ, LAFAZAN & COMPANY, P.C.
Rockville Centre, New York
February 9, 2009
F-1
CLEARVIEW ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS | ||||||||
December 31, | ||||||||
2008 | 2007 | |||||||
Current Assets: | ||||||||
Cash | $ | 492 | $ | 16,567 | ||||
Total Current Assets | 492 | 16,567 | ||||||
Total Assets | $ | 492 | $ | 16,567 |
LIABILITIES AND STOCKHOLDERS' DEFICIENCY | ||||||||
Current Liabilities: | ||||||||
Accounts Payable and Accrued Expenses | $ | 34,602 | $ | 8,235 | ||||
Notes Payable | 100,613 | 44,233 | ||||||
Loan Payable - Related Party | - | 3,100 | ||||||
Total Current Liabilities | 135,215 | 55,568 | ||||||
Commitments and Contingencies | ||||||||
Stockholders’ Deficit: | ||||||||
Preferred Stock, $.0001 par value; 5,000,000 shares authorized, none issued and outstanding | — | — | ||||||
Common Stock, $.0001 par value; 1,750,000,000 shares authorized, issued and outstanding 180,086 shares in 2007 and 54,315,086 shares in 2008 | 5,432 | 18 | ||||||
Additional Paid-In Capital | 113,033 | 43,347 | ||||||
Deficit Accumulated During the Development Stage | (253,188 | ) | ( 82,366 | ) | ||||
Total Stockholders’ Deficiency | (134,723 | ) | (39,001 | ) | ||||
Total Liabilities and Stockholders’ Deficiency | $ | 492 | $ | 16,567 |
The accompanying notes are an integral part of these financial statements.
F-2
CLEARVIEW ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
Year Ended December 31, 2008 | Year Ended December 31, 2007 | January 10, 2006 (Inception) To December 31, 2008 | ||||||||||
Net Revenues | $ | — | $ | — | $ | — | ||||||
Costs and Expenses: | ||||||||||||
Start Up Costs | — | — | 8,625 | |||||||||
Professional Fees | 143,284 | 17,602 | 181,456 | |||||||||
Website Development Costs | — | — | 30,000 | |||||||||
Other General and Administrative Expenses | 21,740 | 4,470 | 26,650 | |||||||||
Total Costs and Expenses | 165,024 | 22,072 | 246,731 | |||||||||
Loss from Operations before Other Income (Expense) | (165,024 | ) | (22,072 | ) | (246,731 | ) | ||||||
Other Income (Expense): | ||||||||||||
Forgiveness of Debt | — | — | 1,857 | |||||||||
Interest Expense | (5,798 | ) | (1,726 | ) | (8,401 | ) | ||||||
Interest Income | — | — | 87 | |||||||||
Total Other Income (Expense) | (5,798 | ) | (1,726 | ) | (6,457 | ) | ||||||
Net Loss | $ | (170,822 | ) | $ | (23,798 | ) | $ | (253,188 | ) | |||
Basic and Diluted Loss Per Share | $ | (.04 | ) | $ | (.13 | ) | ||||||
Weighted Average Basic and Diluted Shares Outstanding | 4,253,387 | 180,075 |
The accompanying notes are an integral part of these financial statements.
F-3
CLEARVIEW ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS’ DEFICIENCY
FOR THE PERIOD JANUARY 10, 2006 (INCEPTION) TO DECEMBER 31, 2008
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS’ DEFICIENCY
FOR THE PERIOD JANUARY 10, 2006 (INCEPTION) TO DECEMBER 31, 2008
Deficit Accumulated During the Development Stage | ||||||||||||||||||||
Additional Paid-In Capital | ||||||||||||||||||||
Common Stock | ||||||||||||||||||||
Shares | Amount | Total | ||||||||||||||||||
Balance, January 10, 2006 | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
Common Stock Issued to Founders for Services, April 2006 | 133,000 | 13 | 7,587 | — | 7,600 | |||||||||||||||
Common Stock Issued to Private Investor, April 2006 | 7,000 | 1 | 399 | — | 400 | |||||||||||||||
Sale of Common Stock, Net of Offering Costs | 40,086 | 4 | 35,361 | — | 35,365 | |||||||||||||||
Net Loss for the Period | — | — | — | (58,568 | ) | (58,568 | ) | |||||||||||||
Balance, December 31, 2006 | 180,086 | 18 | 43,347 | (58,568 | ) | (15,203 | ) | |||||||||||||
Net Loss for the year | — | — | — | (23,798 | ) | (23,798 | ) | |||||||||||||
Balance, December 31, 2007 | 180,086 | 18 | 43,347 | (82,366 | ) | (39,001 | ) | |||||||||||||
Sale of Common Stock, November 18, 2008 | 19,100,000 | 1,910 | 17,190 | — | 19,100 | |||||||||||||||
Sale of Common Stock, December 12, 2008 | 35,000,000 | 3,500 | — | — | 3,500 | |||||||||||||||
Common Stock Issued Services, December 18, 2008 | 35,000 | 4 | 52,496 | — | 52,500 | |||||||||||||||
Net Loss for the year | — | — | — | (170,822 | ) | (170,822 | ) | |||||||||||||
Balance, December 31, 2008 | 54,315,086 | $ | 5,432 | $ | 113,033 | $ | (253,188 | ) | $ | (134,723 | ) |
The accompanying notes are an integral part of these financial statements.
F-4
CLEARVIEW ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
Year Ended December 31, 2008 | Year Ended December 31, 2007 | January 10, 2006 (Inception) To December 31, 2008 | ||||||||||
Cash Flows from Operating Activities: | ||||||||||||
Net Loss | $ | (170,822 | ) | $ | (23,798 | ) | $ | (253,188 | ) | |||
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||||||||||||
Common Stock Issued for Services | 52,500 | — | 60,100 | |||||||||
Forgiveness of Debt | — | — | (1,857 | ) | ||||||||
Changes in Assets and Liabilities: | ||||||||||||
Increase (Decrease) in Accounts Payable and Accrued Expenses | 26,367 | (6,968 | ) | 35,479 | ||||||||
Net Cash Used in Operating Activities | (91,955 | ) | (30,766 | ) | (159,466 | ) | ||||||
Cash Flows from Investing Activities: | — | — | — | |||||||||
Cash Flows from Financing Activities: | ||||||||||||
Proceeds of Borrowings | 60,380 | 47,333 | 136,193 | |||||||||
Payments of Borrowings | (7,100 | ) | — | (34,600 | ) | |||||||
Proceeds from Sale of Common Stock | 22,600 | — | 80,250 | |||||||||
Payments of Offering Costs | — | — | (21,885 | ) | ||||||||
Net Cash Provided by Financing Activities | 75,880 | 47,333 | 159,958 | |||||||||
Increase (Decrease) in Cash | (16,075 | ) | 16,567 | 492 | ||||||||
Cash – Beginning of Period | 16,567 | — | — | |||||||||
Cash – End of Period | $ | 492 | $ | 16,567 | $ | 492 | ||||||
Supplemental Disclosures of Cash Flow Information: | ||||||||||||
Interest Paid | $ | — | $ | — | $ | — | ||||||
Income Taxes Paid | $ | — | $ | — | $ | — |
The accompanying notes are an integral par of these financial statements.
F-5
CLEARVIEW ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - | Summary of Significant Accounting Policies |
Organization
Clearview Acquisitions, Inc. was incorporated under Nevada law on January 10, 2006 originally as Terrapin Enterprises, Inc. (“Terrapin”). On December 6, 2006, Terrapin merged its newly-formed wholly-owned subsidiary, Black Sea Oil, Inc. (“Black Sea”) into Terrapin and changed its corporate name to Black Sea Oil, Inc. pursuant to a Plan and Agreement of Merger dated December 6, 2006. For accounting purposes, this is a capital transaction and the equivalent to the issuance of common stock by Terrapin for the net monetary assets of Black Sea ($0), accompanied by a recapitalization. On December 18, 2006, the Company effected to a 17.5-for-1 forward stock split of its common stock, reduced the par value from $.001 per share to $.0001 per share and increased its authorized common shares from 100,000,000 to 1,750,000,000 shares. In addition, the Company changed the par value of its authorized preferred stock from $.001 per share to $.0001 per share. On November 3, 2008, Black Sea amended its articles of incorporation with an effective date of November 14, 2008 to: (a) implement a 1 for 1,000 reverse stock split of the issued and outstanding shares of common stock held by each stockholder of record at October 21, 2008, without correspondingly decreasing the number of authorized shares of common stock; and (b) change its name from “Black Sea Oil, Inc.” to “Clearview Acquisitions, Inc.” (“the Company”). All share and per share information has been retroactively adjusted to give effect to these recapitalizations. The Company has selected December 31 as its fiscal year.
The Company has not yet generated revenues from planned principal operations and is considered a development stage company as defined in Statement of Financial Accounting Standards (“SFAS”) No. 7. Prior to the merger described above Terrapin was focused on developing and offering interactive educational enrichment media programming specifically designed for children ages 6 to 12 years of age. Since the change of control in December 2006 the Company decided to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for its shareholders. Based on its proposed business activities, the Company is classified as a “blank check” company. There is no assurance that the Company will achieve its objectives or goals.
Cash and Cash Equivalents
The Company considers all highly-liquid investments purchased with a maturity of three months or less to be cash equivalents.
Revenue Recognition
For revenue from product sales, the Company will recognize revenue in accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition” (SAB No. 104), which superseded Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (SAB No. 101). SAB No. 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowance, and other adjustments will be provided for in the same period the related sales are recorded.
F-6
CLEARVIEW ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - | Summary of Significant Accounting Policies (Continued) |
Advertising Costs
Advertising costs will be charged to operations when incurred. The Company did not incur any advertising costs during the years ended December 31, 2008 and 2007.
Website Development Costs
Website development costs have been incurred in the planning stage and pursuant to Emerging Issues Task Force Abstract Number 00-2, “Accounting for Website Development Costs”, have been expensed as incurred. These costs were paid to a company whose president and sole stockholder is the spouse of a former Chief Executive Officer and Chairman of Terrapin.
Income Taxes
The Company accounts for income taxes using the asset and liability method described in SFAS No. 109, “Accounting For Income Taxes”, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting and the tax bases of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Loss Per Share
The computation of loss per share is based on the weighted average number of common shares outstanding during the period presented. Diluted loss per common share is the same as basic loss per common share as there are no potentially dilutive securities outstanding (options and warrants).
Accounting Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates.
Research and Development
Research and development costs will be charged to expense as incurred. The Company did not incur any research and development costs during the years ended December 31, 2008 and 2007.
F-7
CLEARVIEW ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - | Summary of Significant Accounting Policies (Continued) |
Recent Accounting Standards and Pronouncements
In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141R, “Business Combinations” (“SFAS 141R”), which replaces SFAS No. 141, “Business Combinations.” SFAS 141R establishes principles and requirements for determining how an enterprise recognizes and measures the fair value of certain assets and liabilities acquired in a business combination, including noncontrolling interests, contingent consideration, and certain acquired contingencies. SFAS 141R also requires acquisition-related transaction expenses and restructuring costs be expensed as incurred rather than capitalized as a component of the business combination. SFAS 141R will be applicable prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. SFAS 141R would have an impact on accounting for any businesses acquired after the effective date of this pronouncement.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - An Amendment of ARB No. 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary (previously referred to as minority interests). SFAS 160 also requires that a retained noncontrolling interest upon the deconsolidation of a subsidiary be initially measured at its fair value. Upon adoption of SFAS 160, the Company would be required to report any noncontrolling interests as a separate component of stockholders’ deficit. The Company would also be required to present any net income allocable to noncontrolling interests and net income attributable to the stockholders of the Company separately in its condensed consolidated statement of operations. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. SFAS 160 requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. All other requirements of SFAS 160 shall be applied prospectively. SFAS 160 would have an impact on the presentation and disclosure of the noncontrolling interests of any non wholly owned businesses acquired in the future.
The FASB has issued FASB Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” Statement 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles for nongovernmental entities. The hierarchy under Statement 162 is as follows:
FASB Statements of Financial Accounting Standards and Interpretations, FASB Statement 133 Implementation Issues, FASB Staff Positions, AICPA Accounting Research Bulletins and Accounting Principles Board Opinions that are not superseded by actions of the FASB, and Rules and interpretive releases of the SEC for SEC registrants.
FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and Accounting Guides and Statements of Position.
AICPA Accounting Standards Executive Committee Practice Bulletins that have been cleared by the FASB, consensus positions of the EITF, and Appendix D EITF topics.
F-8
CLEARVIEW ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - | Summary of Significant Accounting Policies (Continued) |
Recent Accounting Standards and Pronouncements (Continued)
Statement 162 is effective 60 days following the SEC’s approval of the PCAOB amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” Since Statement 162 is only effective for nongovernmental entities, the GAAP hierarchy will remain in AICPA Statement on Auditing Standards (SAS) No. 69, “The Meaning of “Present Fairly in Conformity with Generally Accepted Accounting Principles” in the Independent Auditor’s Report”, for state and local governmental entities and federal governmental entities. We believe the adoption of this standard will not have a material impact on the financial condition or the results of our operations.
NOTE 2 - | Going Concern |
The Company is a development stage Company and has not commenced planned principal operations. The Company had a working capital deficit of $134,723 at December 31, 2008 and for the year ended December 31, 2008 had no revenues and incurred a net loss of $170,822. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.
The Company is attempting to address its lack of liquidity by raising additional funds, either in the form of debt or equity or some combination thereof. The Company has raised net proceeds of approximately $36,000 through an offering of its common stock during the initial period ended December 31, 2006. During the years ended December 31, 2007 and 2008 the Company relied on its financing needs primarily from outside sources and borrowed approximately $101,000. In addition, during the year ended December 31, 2008, the Company raised gross proceeds of approximately $23,000 through the sale of its common stock. There can be no assurances that the Company will be able to continue to raise the additional funds it requires.
The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
F-9
CLEARVIEW ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - | Notes and Loan Payable |
December 31, | ||||||||
2008 | 2007 | |||||||
Notes payable, issued March and July 2007, bearing interest at 8% per annum and payable on demand. | $ | 12,475 | $ | 12,475 | ||||
Notes payable, issued April and June 2007, bearing interest at prime rate plus 1% per annum and payable on demand. | 31,758 | 31,758 | ||||||
Note payable, issued January 2008, bearing interest at prime rate plus 1% per annum and payable on demand. | 13,000 | — | ||||||
Note payable, issued August 2008, bearing interest at prime rate plus 11% per annum and payable on demand (net of $4,000 repayment in 2008). | 38,663 | — | ||||||
Note payable, issued December 31, 2008, bearing interest at prime rate plus 8% per annum and payable on demand. | 4,717 | — | ||||||
$ | 100,613 | $ | 44,233 |
On November 30, 2008 the holder of the demand notes aggregating $99,896 original principal, Bluewater Partners, S.A., assigned $69,723 of the principal amount of the notes to certain parties ("the Assignees").
On December 18, 2008, Bluewater Partners, S.A. and the Assignees (collectively the "Petitioners"), filed an action against the Company in the Supreme Court of New York, County of New York (the "Court"), wherein the Petitioners alleged that the Company breached its obligation to repay the Notes.
Having acknowledged that the Notes are due and payable with accrued interest, on December 12, 2008, the Company entered into a Settlement Agreement and Release (the "Agreement") with the Petitioners, pursuant to which, the Company agreed to resolve the Petitioners' claim against it for the agreed aggregate sum of $95,896 (the "Compromised Amount"). Pursuant to the Agreement, within ten (10) days following the entry of any order by the Court, the Company will issue and deliver to the Petitioners shares of the Company's common stock, par value $.0001 per share, sufficient to satisfy the Compromised Amount and such shares will be issued pursuant to Section 3(a)(10) of the Act. The Parties have agreed that an aggregate of 11,000,000 unrestricted shares of the Company's common stock ("Settlement Shares"), valued at $0.008 per share will be issued to satisfy the Compromised Amount.
In the event that after the eventual sale of the Settlement Shares and payment of broker fees, the dollar value of net proceeds ("Net Value") of the sale of the Settlement Shares is below the Compromised Amount, the Company shall issue new promissory notes for the difference in dollar value between the Net Value and the Compromised Amount that shall be due three years from the date of issuance and bear interest at the prime rate published on the date of issuance by the Wall Street Journal.
Loan payable at December 31, 2007 in the amount of $3,100 to the Company's former President was payable on demand with interest at 8% per annum. The loan was paid in 2008.
NOTE 4 - | Common Stock |
In April 2006 the Company issued 133,000 shares of common stock valued at $7,600 to the Founders of the Company for services.
F-10
PART IV
Exhibit No. | Description | |
3.1 | Articles of Incorporation, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form SB-2 (File No. 333-134648) filed on June 1, 2006 (File No. 333-134648) filed on June 1, 2006. | |
3.2 | By-Laws of the Registrant, incorporated herein by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form SB-2 (File No. 333-134648) filed on June 1, 2006 (File No. 333-134648) filed on June 1, 2006. | |
4.1 | Specimen Common Stock certificate, incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form SB-2 (File No. 333-134648) filed on June 1, 2006 (File No. 333-134648) filed on June 1, 2006. | |
4.2 | Promissory Note in the aggregate principal amount of up to $20,000 payable to Mr. Eliyahu BenHamu, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form SB-2 (File No. 333-134648) filed on June 1, 2006. | |
4.3 | Promissory Note in the aggregate principal amount of up to $20,000 payable to Faye Erblich incorporated herein by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form SB-2 (File No. 333-134648) filed on June 1, 2006. | |
4.4 | Form of 9% Convertible Note* | |
4.5 | Form of Warrant* | |
10.1 | Form of Regulation D Subscription Agreement (File No. 333-134648) filed on June 1, 2006. | |
10.2 | Form of Regulation S Subscription Agreement (File No. 333-134648) filed on June 1, 2006. | |
10.3 | Settlement Agreement and Release dated December 15, 2008 by and among Bluewater Partners, S.A., IAB Island Ventures, S.A., CAT Brokerage and David Lillico and Clearview Acquisitions, Inc., incorporated herein by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on December 22, 2008. | |
10.4 | Regulation D Subscription Agreement, incorporated herein by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form SB-2 (File No. 333-134648) filed on June 1, 2006. | |
31.1 | Certification by Principal Executive Officer pursuant to Rule 13a- 14 and Rule 15d-14 of the Securities Exchange Act of 1934.* | |
31.2 | Certification by Principal Financial Officer pursuant to Rule 13a- 14 and Rule 15d-14 of the Securities Exchange Act of 1934.* | |
32.1 | Certification by Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 USC 1350).* | |
32.2 | Certification by Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 USC 1350).* |
* Filed herewith.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 6, 2009
CLEARVIEW ACQUISITIONS, INC. | |||
By. | /s/ Ian Gardner | ||
Name: | Ian Gardner | ||
Title: | Chief Executive Officer, (Principal Executive Officer) |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: April 6, 2009 | By. | /s/ Ian Gardner | |
Name: | Ian Gardner | ||
Title: | Chief Executive Officer, (Principal Executive Officer) |
By. | /s/ Kevin Claudio | ||
Name: | Kevin Claudio | ||
Title: | Chief Financial Officer, (Principal Financial Officer) |
By. | /s/ Scott Weinbrandt | ||
Name: | Scott Weinbrandt | ||
Title: | President and Chairman, (Principal Financial Officer) |