Parkview has no established policies or procedures for the resolution of potential conflicts of interest between the Company and its officers and directors, or affiliated entities, if any. Parkview’s officers and directors are owners, principals and/or affiliates of other businesses that may engage in business activities substantially similar to or competitive with the business activities that Parkview may approach in the future. None of its officers or directors has agreed, to refrain from engaging in business activities competitive with Parkview, or to grant it any rights of first refusal, or participation with respect to competitive opportunities that they, or any of them, may encounter and pursue in their own personal interest which may in any instance be adverse to the Company’s interests. Parkview has agreed to accept any resulting potential conflicts of interest.
Parkview has no specific policy or procedural requirements for stockholders to submit recommendations or nominations for directors. The Board of Directors does not believe that a defined policy with regard to the consideration of candidates recommended by stockholders has been necessary to date, because Parkview has limited current operations and its controlling shareholders have had the power, at their discretion, to appoint one or more directors.
Parkview is not subject to any restrictions on shareholder nominations under its Articles of Incorporation or By-laws. The only restrictions are those applicable generally under Delaware law and the federal proxy rules. There are no formal criteria for nominees.
For the reasons noted, the Board of Directors has not adopted procedures for communications from shareholders.
Under Delaware law and pursuant to our Certificate of Incorporation and By-laws, Parkview may indemnify its officers and directors for various expenses and damages resulting from their acting in these capacities. In so far as indemnification for liabilities arising under the Securities Act of 1933, as amended, (the “Securities Act”) may be permitted to its officers and directors pursuant to the foregoing provisions, Parkview has been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Section 16(a) of the Exchange Act and regulations thereunder require the Company’s executive officers and directors, and persons who own more than ten percent (10%) of the Common Stock of the Company to file reports of ownership and changes in ownership with the SEC, and to furnish the Company with copies of all such Section 16(a) reports filed. The Company has not been subject to the Exchange Act. The Company believes that all requisite reports will be timely filed when required.
No transactions with the Company have occurred since the beginning of the last fiscal year or are proposed with respect to which a director or executive officer of Parkview, a beneficial owner of more than five percent (5%) of any class of the securities of Parkview, or any member of the immediate families of those persons had, or will have, a direct or indirect material interest.
Parkview has not entered into any transactions during the last two (2) fiscal years with any director, executive officer, director nominee, five percent (5%) or more shareholder, or promoter, nor has Parkview entered into transactions with any member of the immediate families of the foregoing persons (includes spouses, parents, children, siblings, and in-laws), except as follows:
On August 8, 2006 Parkview issued 1,500,000 shares of restricted Common Stock to Laura Palisa Mujica in exchange for the sum of $1,500. Ms. Mujica is the mother of C. Leo Smith, Parkview’s former officer and director. While Mr. Smith disclaimed beneficial interest in those shares, they were nevertheless deemed to be beneficially owned by him. Parkview repurchased the shares from Ms. Mujica on January 4, 2008, upon Mr. Smith’s resignation as an officer and director of the Company for the sum of $1500.
On March 9, 2007 Parkview issued 1,000 shares of restricted Common Stock to C. Leo Smith, while he was Parkview’s officer and director for $250. Parkview repurchased these shares from Mr. Smith for $250 on January 4, 2008, upon his resignation as an officer and director of the Company.
On March 9, 2007 Parkview issued 1,000 shares of restricted Common Stock to John LaSala for $250. Mr. LaSala is the husband of Alicia M. LaSala, who holds more than five percent (5%) of Parkview’s issued and outstanding Common Stock. While Ms. LaSala disclaims any beneficial interest in Mr. LaSala’s 1,000 shares, they are nevertheless deemed to be benefici a l l y owned by her.
On April 4, 2007 Parkview issued 1,300 shares of restricted Common Stock for $325 to Bert L. Gusrae, an officer and director of Parkview, and Wendy Tand Gusrae, Mr. Gusrae’s wife. The shares are jointly held by Mr. and Mrs. Gusrae and may be deemed to be controlled by Mr. Gusrae.
On May 4, 2007 Parkview issued 1,000 shares of restricted Common Stock to the Nicholas F. LaSala Trust for $250. Ms. Alicia M. LaSala holds more than five (5%) of the Company’s issued and outstanding Common Stock. Nicholas F. LaSala, is the minor son of Ms. LaSala and the beneficiary of the Nicholas F. LaSala Trust. Ms. LaSala disclaims any beneficial interest in the trust shares. but they may be deemed controlled by her.
On August 6, 2007, Parkview issued 1,000 shares of restricted Common Stock to Leroy A. Smith, MD for $250. Doctor Smith is the father of C. Leo Smith, Parkview’s former officer and director. Mr. Smith disclaimed any beneficial interest in the shares. Parkview repurchased the shares from Dr. Smith for $250 on January 4, 2008, upon Mr. Smith’s resignation as an officer and director of the Company.
On May 20, 2008 Parkview’s then majority shareholder and sole officer and director, Alicia M. LaSala, sold 400,000 shares, 300,000 shares, and 400,000 shares of her restricted Common Stock in Parkview to Richard B. Frost, Mark J. Hanna, and Bert L. Gusrae, respectively, for $0.001 per share, or a total of $1,100, in three (3) separate private transactions. The private transactions were consummated in conjunction with Mrs. LaSala’s resignation as an officer and director of Parkview and the coordinated appointment of Messrs. Frost, Hanna, and Gusrae as Parkview’s new management.
On October 31, 2008, Messrs. Frost and Hanna each transferred 50,000 shares of their restricted Common Stock in Parkview to Rebecca A. Lozano, for $0.001 per share, or a total of $100 in connection with Ms. Lozano’s assumption of her officer position with the Company.
On November 5, 2008, the Company re-acquired 150,000 shares of the restricted Common Stock previously issued to Mr. Gusrae and 50,000 shares of the restricted Common Stock previously issued to Alicia M. LaSala, in each case for $0.001 per share, or a total of $200.
In each of these related transactions, the Company followed its informal unwritten policy and procedure for review, approval and ratification of proposed certain relationship transactions. The standard of review for approval and ratification of a certain relationship transaction is reasonableness and consistency with the needs of the Company, as discussed and subsequently determined by the Board unanimously, and in its sole discretion, at the time the transaction is proposed. In every case to date, the proposed transaction was reviewed by the Company’s Board of Directors when proposed, and received the Board’s unanimous written consent prior to consum m ation.
Director Independence
Because the Company has never held an annual meeting of shareholders for the purpose of electing directors, Parkview has not selected a definition of a national securities exchange by which to determine the independence of its directors, Messrs. Frost, Hanna and Gusrae. None of the Company’s directors is expected to be independent under the definition of the NASDAQ Stock Exchange.
Item 8 Legal Proceedings
Parkview is not a party to any pending litigation, nor to its knowledge is any threatened.
Item 9 Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
Market for Common Stock and Related Stockholder Matters
There is no public trading market for Parkview’s shares of Common Stock. Parkview intends to apply to have the shares of its Common Stock quoted on the OTCBB. No assurance can be given that its application will be approved, and if approved, there is no assurance that an active trading market for the shares of Parkview’s Common Stock will be established or, if established, maintained.
There are no outstanding options or warrants to purchase, or securities convertible into, shares of Common Stock. As of the date hereof, there are 365,200 shares of Common Stock that could be sold pursuant to Rule 144 under the Securities Act, as amended. Parkview has not agreed and is not otherwise obligated to register any shares of its Common Stock under the Securities Act for sale by security holders.
15
Parkview is not publicly offering, and has not proposed to publicly offer, any shares of Common Stock.
Holders of Record
As of March 27, 2009 there were approximately 37 beneficial holders and holders of record of Parkview’s Common Stock.
Dividends
Parkview paid a special cash dividend of $ .0355 per share on its Common Stock to shareholders of record on May 15, 2008. Parkview does not anticipate paying any additional cash dividends on its Common Stock in the foreseeable future. It is the current policy of Parkview not to pay cash dividends on the Common Stock but to retain earnings, if any, to fund growth and expansion. Under Delaware law, a corporation is prohibited from paying dividends if, as a result of paying such dividends, it would not be able to pay its debts as they come due, or if its total liabilities and preferences to preferred shareholders, if any, exceed total assets. Any payment of cash dividends on the Common Stock in the future will be dependent upon Parkview’s financial condition, results of operations, current and anticipated cash requirements, plans for expansion, and other factors that the Board of Directors may then deem relevant.
Item 10 Recent Sales of Unregistered Securities
No securities that were not registered under the Securities Act of 1933 (the “Act”) have been issued or sold by Parkview within the past three (3) years, except as follows:
On August 8, 2006 Parkview issued 1,500,000 shares of its restricted Common Stock to Laura Palisa Mujica for proceeds in the amount of $1,500. The shares were issued to Ms. Mujica, who is Mr. C.Leo Smith’s mother, in connection with Mr. Smith’s assumption of his former positions as the Company’s officer and director at that time and were deemed to be beneficially owned by Mr. Smith. The issuance was considered to be exempt from registration under Section 5 of the Act, in reliance on Section 4(2) thereof, as a transaction by an issuer not involving any public offering and in that the certificate representing that stock bore a legend stating, that the securities were not registered under the Act, and referring to applicable restrictions imposed upon their subsequent transferability and sale. Parkview repurchased all of the shares from Ms. Palisa Mujica on January 4, 2008 as an aspect of Mr. C. Leo Smith’s resignation and departure as an officer and director of Parkview at that time,
On August 6, 2007 Parkview completed a private placement of 17,200 shares of restricted Common Stock to fifteen (15) investors. The shares issued upon completion of the private placement were deemed exempt from registration pursuant to Sect io n 4 (2) the Securities Act of 1933 (the “Act”) in reliance on Regulation D and Rule 504 promulgated thereunder. The Company was able to claim the private placement exemption indicated in that the offering was made to less than thirty–five (35) investors, solely to purchasers within the State of Florida, without sales commission or similar compensation paid to any person, and in that the offering involved neither general solicitation nor general advertising. Furthermore, the purchasers each advised the Company prior to purchase that they were purchasing the securities offered solely for their own account, that they had been informed that all of the securities purchased were unregistered, restricted securities subject to stop-transfer instructions and that all certificates representing the purchased securities would bear legends stating, the securities were not registered under the Act, and referring to applicable restrictions imposed upon their subsequent transferability and sale.
Parkview sold and issued 17,200 shares of Common Stock at $ .25 per share, for proceeds totaling $4,300, to the following investors:
| | | | | | | |
Name of Investor | | Number of Shares | | Amount Invested | |
| | | | | | | |
John LaSala | | 1,000 | | | $ | 250 | |
Allen Weinstein | | 1,000 | | | $ | 250 | |
Robert Beltrame | | 1,500 | | | $ | 375 | |
Eugene M. Kennedy | | 1,200 | | | $ | 300 | |
Lana R. Claman | | 1,200 | | | $ | 300 | |
Bert Gusrae & Wendy Tand-Gusrae | | 1,300 | | | $ | 325 | |
Alma Adamo | | 1,000 | | | $ | 250 | |
Jesse Small | | 1,000 | | | $ | 250 | |
David Messinger | | 1,000 | | | $ | 250 | |
Jacqueline Borer | | 2,000 | | | $ | 500 | |
David J. Blechman | | 1,000 | | | $ | 250 | |
Nicholas F. LaSala Trust | | 1,000 | | | $ | 250 | |
Brent A. Peterson | | 1,000 | | | $ | 250 | |
C. Leo Smith | | 1,000 | * | | $ | 250 | |
Leroy A. Smith, MD | | 1,000 | * | | $ | 250 | |
* These shares were repurchased by Parkview on January 4, 2008 in connection with the resignation and departure of Mr. C. Leo Smith as an officer and director of the Company at that time.
16
On June 15, 2008 Parkview commenced a second private placement, offering up to 250,000 shares of its restricted Common Stock, solely to accredited investors. This private placement offering is currently underway pending completion after the date hereof. Issuances of Common Stock in this pending private placement are, and will be, deemed exempt from registration under the Act in reliance on Regulation D and Rule 506 promulgated thereunder. The Company is able to claim the private placement exemption indicated in that the offering has and will be made solely to accredited investors, without sales commission or similar compensation paid or payable to any person, and in that the offering involves neither general solicitation nor general advertising. Furthermore, the purchasers have, and will have, each advised the Company prior to purchase that they are accredited investors, purchasing the securities offered solely for their own account, that they have been informed that all of the securities purchased are unregistered, restricted securities, subject to stop-transfer instructions and that certificates representing their purchased securities bear, and will bear, legends, stating that the securities are not registered under the Act, and referring to applicable restrictions imposed upon their subsequent transferability and sale.
Parkview has issued 106,000 shares of Common Stock to date in this private placement, at $ .50 per share, for total proceeds in the current amount of $53,000, to the following investors:
| | | | | | | |
Name of Investor | | Number of Shares | | Amount Invested | |
| | | | | |
Arturo Freeman | | 2,000 | | | $ | 1,000 | |
Howard Kelrick | | 10,000 | | | $ | 5,000 | |
Alan Stieb and Rochelle Adler-Steib | | 20,000 | | | $ | 10,000 | |
Mark Robson | | 1,000 | | | $ | 500 | |
John Kemp | | 1,000 | | | $ | 500 | |
Andrew and Ellen Astrove | | 20,000 | | | $ | 10,000 | |
Alan Sarkin | | 10,000 | | | $ | 5,000 | |
Alfred Schiffrin | | 10,000 | | | $ | 5,000 | |
Judith and Mark Gaylinn | | 1,000 | | | $ | 500 | |
Robert Richards | | 10,000 | | | $ | 5,000 | |
Justin Renert | | 10,000 | | | $ | 5,000 | |
John Burt | | 1,000 | | | $ | 500 | |
Michael Goldman and Denise Goldman | | 1,000 | | | $ | 500 | |
Terry and Sherri Klinghoffer | | 2,000 | | | $ | 1,000 | |
Roslyn K. Malmaud | | 1,000 | | | $ | 500 | |
Armen and Beth Guendjoian | | 1,000 | | | $ | 500 | |
Gregory J. Drew and Denise Morris | | 2,000 | | | $ | 1,000 | |
Diane S. Kennedy | | 1,000 | | | $ | 500 | |
Lee V. Twyford | | 2,000 | | | $ | 1,000 | |
Totals | | 106,000 | | | $ | 53,000 | |
Item 11 Description of Registrant’s Securities to be Registered
Parkview’s authorized capital consists of 20,000,000 shares of Common Stock, $ .001 Par Value per share.
Holders of shares of Common Stock are entitled to one (1) vote per share at all meetings of stockholders. Stockholders are not permitted to cumulate votes in the election of directors. All shares of Common Stock are equal to each other with respect to liquidation rights and dividend rights. There are no preemptive rights to purchase any additional shares of Common Stock. In the event of liquidation, dissolution, or the winding-up of Parkview, holders of the Company’s Common Stock will be entitled to receive, on a pro-rata basis, all assets of Parkview remaining after satisfaction of all liabilities. The outstanding shares of Common Stock are duly and validly issued, fully paid, and non-assessable.
As of March 27, 2009 , Parkview has 1,421,200 shares of restricted Common Stock issued and outstanding.
The transfer agent for the shares of Parkview’s Common Stock is Corporate Stock Transfer & Trust Company, located in Denver, Colorado.
Item 12 Indemnification of Directors and Officers
Parkview’s Certificate of Incorporation provides that Parkview must, to the fullest extent permitted by the General Corporation Law of the State of Delaware, indemnify all persons whom it has the power to indemnify from and against all expenses, liabilities or other matters. Parkview’s By-laws further provide that Parkview must indemnify its directors, officers, employees, and agents to the fullest extent permitted by the Delaware General Corporation Law, and provides for the advancement of expenses incurred by such persons in advance of final disposition of any civil or criminal action, suit or proceeding, subject to repayment if it is ultimately determined that he or she was not entitled to indemnification. The indemnification and advancement of expenses provided for in the By-laws are expressly deemed to not be exclusive of any other rights to which a person seeking indemnification or advancement of expenses may otherwise be entitled.
17
Item 13 Financial Statements and Supplementary Data
Since Parkview is a smaller reporting company as set out under Regulation S-K, Item 10 financial statements and supplementary data otherwise required by this Item 13 are not applicable to this registration statement on Form 10.
Item 14 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There has been no change in principal independent accountants or reported disagreements on any matter of accounting principles or procedures, or on financial statement disclosures, during Parkview’s two (2) most recent fiscal years or during the subsequent interim period.
Item 15 Financial Statements and Exhibits
The following financial statements of The Parkview Group, Inc. are included hereafter:
| | |
| 1. | Balance Sheets at December 31, 2007 and 2006 and September 30, 2008 (Unaudited); |
| | |
| 2. | Statements of Operations for the Nine Months ended September 30, 2008 (Unaudited) and for the Years ended December 31, 2007 and 2006; |
| | |
| 3. | Statements of Shareholders’ Equity for the Nine Months ended September 30, 2008 (Unaudited) and for the Years ended December 31, 2007 and 2006; |
| | |
| 4. | Statements of Cash Flows for the Nine Months ended September 30, 2008 (Unaudited) and for the Year ended December 31, 2007 and 2006, and; |
| | |
| 5. | Notes to Financial Statements. |
INDEX TO EXHIBITS
| | | |
EXHIBIT NUMBER | | DESCRIPTION OF EXHIBITS |
3.1 | | | Registrant’s Certificate of Incorporation |
| | | |
3.2 | | | Registrant’s By-laws |
| | | |
4.1 | | | Specimen Form of Registrant’s Common Stock Certificate |
| | | |
10.1 | | | Management Services Agreement between Renewable Resources, Inc. and The Parkview Group, Inc. dated May 14, 1999 |
| | | |
10.2 | | | Management Services Agreement between Advanced Imaging Systems, LLC and The Parkview Group, Inc. dated April 1, 2003 |
| | | |
10.3 | | | Marketing Services Agreement between Office Furniture Warehouse, Inc. and The Parkview Group, Inc. dated January 8, 2007 |
| | | |
23.1 | | | Independent Auditor’s Consent |
18
THE PARKVIEW GROUP, INC.
FINANCIAL STATEMENTS
INDEX
| | |
FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006 | | |
| | |
Report of Independent Registered Public Accounting Firm | | 1 |
| | |
Balance Sheets | | 2 |
| | |
Statements of Operations | | 3 |
| | |
Statements of Shareholders’ Equity | | 4 |
| | |
Statements of Cash Flows | | 5 |
| | |
Notes to Financial Statements | | 6 |
| | |
FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 (UNAUDITED) | | |
| | |
Balance Sheet as of September 30, 2008 (Unaudited) | | 1 |
| | |
Statement of Operations for the Nine Months Ended September 30, 2008 (Unaudited) | | 2 |
| | |
Statement of Shareholders’ Equity for the Nine Months Ended September 30, 2008 (Unaudited) | | 3 |
| | |
Statement of Cash Flows for the Nine Months Ended September 30, 2008 (Unaudited) | | 4 |
| | |
Notes to Financial Statements | | 5 |
THE PARKVIEW GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
THE PARKVIEW GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
TABLE OF CONTENTS
THOMAS W. KLASH
Certified Public Accountant
The Board of Directors and Shareholders
The Parkview Group, Inc.
(A Development Stage Company)
Boca Raton, Florida
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
I have audited the accompanying Balance Sheets of The Parkview Group, Inc. (A Development Stage Company), as of December 31, 2007 and 2006, and the related Statements of Operations, Shareholders’ Equity, and Cash Flows for each of the two years ended December 31, 2007. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits.
I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accompanying principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provided a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Parkview Group, Inc. (A Development Stage Company), as of December 31, 2007 and 2006, and the results of operations and its cash flows for each of the two years ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.
Thomas W. Klash
Certified Public Accountant
Hollywood, Florida
October 21, 2008
-1-
THE PARKVIEW GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
DECEMBER 31, 2007 AND 2006
| | | | | | | |
| | Development Stage | | | |
| | | | | |
| | 2007 | | 2006 | |
| | | | | |
ASSETS | | | | | | | |
CURRENT ASSETS: | | | | | | | |
Cash | | $ | 12,000 | | $ | 754 | |
Investments in Marketable Equity Securities | | | 47,500 | | | 45,100 | |
| | | | | | | |
| | | | | | | |
TOTAL CURRENT ASSETS | | $ | 59,500 | | $ | 45,854 | |
| | | | | | | |
| | | | | | | |
SHAREHOLDERS’ EQUITY | | | | | | | |
| | | | | | | |
Common Stock - $.001 Par Value; 20,000,000 Shares Authorized; Shares Issued and Outstanding - 3,017,200 in 2007 and 3,000,000 in 2006 | | $ | 3,017 | | $ | 3,000 | |
| | | | | | | |
Additional Paid-In Capital | | | 90,783 | | | 86,500 | |
| | | | | | | |
(Deficit) Accumulated Prior to Development Stage | | | (43,646 | ) | | (43,646 | ) |
| | | | | | | |
Retained Earnings Accumulated During The Development Stage | | | 9,346 | | | — | |
| | | | | | | |
| | | | | | | |
TOTAL SHAREHOLDERS’ EQUITY | | $ | 59,500 | | $ | 45,854 | |
| | | | | | | |
See accompanying notes to financial statements.
-2-
THE PARKVIEW GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
DECEMBER 31, 2007 AND 2006
| | | | | | | |
| | Development Stage | | | |
| | | | | |
| | 2007 | | 2006 | |
| | | | | |
| | | | | |
REVENUES | | $ | — | | $ | 19,200 | |
| | | | | | | |
GENERAL AND ADMINISTRATIVE EXPENSES | | | 9,072 | | | 25,850 | |
| | | | | | | |
REALIZED AND UNREALIZED GAINS AND LOSSES ON INVESTMENTS | | | 18,418 | | | (41,400 | ) |
| | | | | | | |
| | | | | | | |
INCOME (LOSS) BEFORE TAXES | | | 9,346 | | | (48,050 | ) |
| | | | | | | |
PROVISION FOR INCOME TAXES | | | (1,600 | ) | | — | |
| | | | | | | |
TAX BENEFIT OF NET OPERATING LOSS CARRYFORWARD | | | 1,600 | | | — | |
| | | | | | | |
| | | | | | | |
NET INCOME (LOSS) | | $ | 9,346 | | $ | (48,050 | ) |
| | | | | | | |
| | | | | | | |
NET INCOME (LOSS) PER SHARE: | | | | | | | |
Basic and Diluted | | $ | — | | $ | (.02 | ) |
| | | | | | | |
| | | | | | | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED | | | 3,006,975 | | | 2,100,000 | |
| | | | | | | |
See accompanying notes to financial statements.
-3-
THE PARKVIEW GROUP
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF SHAREHOLDERS’ EQUITY
YEARS ENDED DECEMBER 31, 2007 AND 2006
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | RETAINED EARNINGS (DEFICIT) | | | |
| | | | | | | | | | | |
| | COMMON STOCK $.001 PAR VALUE | | ADDITIONAL PAID IN | | PRIOR TO DEVELOPMENT | | DURING DEVELOPMENT | | | |
| | SHARES | | AMOUNT | | CAPITAL | | STAGE | | STAGE | | TOTAL | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
BALANCE – January 1, 2006 | | | 1,500,000 | | $ | 1,500 | | $ | — | | $ | 4,404 | | $ | — | | $ | 5,904 | |
| | | | | | | | | | | | | | | | | | | |
CONTRIBUTION OF MARKETABLE EQUITY SECURITIES BY SHAREHOLDERS | | | | | | | | | 86,500 | | | | | | | | | 86,500 | |
| | | | | | | | | | | | | | | | | | | |
ISSUANCE OF COMMON STOCK | | | 1,500,000 | | | 1,500 | | | | | | | | | | | | 1,500 | |
| | | | | | | | | | | | | | | | | | | |
NET LOSS FOR THE PERIOD | | | | | | | | | | | | (48,050 | ) | | | | | (48,050 | ) |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
BALANCE – December 31, 2006 | | | 3,000,000 | | | 3,000 | | | 86,500 | | | (43,646 | ) | | — | | | 45,854 | |
| | | | | | | | | | | | | | | | | | | |
ISSUANCE OF COMMON STOCK | | | 17,200 | | | 17 | | | 4,283 | | | | | | | | | 4,300 | |
| | | | | | | | | | | | | | | | | | | |
NET INCOME FOR THE PERIOD | | | | | | | | | | | | | | | 9,346 | | | 9,346 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
BALANCE – December 31, 2007 | | | 3,017,200 | | $ | 3,017 | | $ | 90,783 | | $ | (43,646 | ) | $ | 9,346 | | $ | 59,500 | |
| | | | | | | | | | | | | | | | | | | |
See accompanying notes to financial statements.
-4-
THE PARKVIEW GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2007 AND 2006
| | | | | | | |
| | Development Stage | | | |
| | | | | |
| | 2007 | | 2006 | |
| | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | |
Net Income (Loss) | | $ | 9,346 | | $ | (48,050 | ) |
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided (Used) By Operating Activities: | | | | | | | |
Realized and Unrealized (Gain) Loss on Investment in Marketable Securities | | | (18,418 | ) | | 41,400 | |
Changes in Operating Assets and Liabilities: | | | | | | | |
Accounts Receivable | | | — | | | 22,000 | |
Accounts Payable | | | — | | | (16,500 | ) |
| | | | | | | |
| | | | | | | |
NET CASH (USED) BY OPERATING ACTIVITIES | | | (9,072 | ) | | (1,150 | ) |
| | | | | | | |
| | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | |
Proceeds from Stock Issuance | | | 4,300 | | | 1,500 | |
Proceeds from Sale of Marketable Securities | | | 16,018 | | | — | |
| | | | | | | |
| | | | | | | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | | | 20,318 | | | 1,500 | |
| | | | | | | |
| | | | | | | |
NET INCREASE IN CASH | | | 11,246 | | | 350 | |
| | | | | | | |
CASH – Beginning of Period | | | 754 | | | 404 | |
| | | | | | | |
| | | | | | | |
CASH – End of Period | | $ | 12,000 | | $ | 754 | |
| | | | | | | |
| | | | | | | |
SUPPLEMENTAL CASH FLOW INFORMATION: | | | | | | | |
| | | | | | | |
Interest Paid | | $ | — | | $ | — | |
| | | | | | | |
| | | | | | | |
Taxes Paid | | $ | — | | $ | — | |
| | | | | | | |
See accompanying notes to financial statements.
-5-
THE PARKVIEW GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
| | |
NOTE A - | BUSINESS AND ACCOUNTING POLICIES – |
| | |
| Business: |
| | The Parkview Group, Inc. (“Parkview”) was incorporated as a privately held corporation in the State of Delaware on April 7, 1999. The Company conducts its management consulting business from its office located in Boca Raton, Florida. |
| | |
| | Effective January 1, 2007, in addition to its consulting business, management decided to devote substantial efforts to raising capital through the sale of common stock to provide funding for activities, including those connected with its newly adopted line of business (marketing of assets acquired from distressed companies) and, accordingly, “Parkview” is now classified as a development stage company. |
| | |
| Estimates: |
| | The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results may differ from the estimates and assumptions used in preparing the financial statements. |
| | |
| Marketable Securities: |
| | Investments in marketable equity securities are included in current assets, classified as trading securities and reported at fair value based on quoted market prices. Unrealized gains and losses are recorded net in the statements of operations and reflect changes in the fair value of the investment during the period. Realized gains and losses resulting from the sale of the underlying security are netted with unrealized gains and losses in the accompanying statements of operations. |
| | |
| Revenue Recognition: |
| | Consulting fee revenues are recorded as earned and billed monthly to clients. |
| | |
| Income Taxes: |
| | Income taxes are determined based upon income and expenses recorded for financial reporting purposes. Deferred taxes are recorded for estimated future tax effects of differences between the bases of assets and liabilities for financial reporting and income tax purposes giving consideration to enacted tax laws. |
-6-
THE PARKVIEW GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
| | |
NOTE A - | BUSINESS AND ACCOUNTING POLICIES – (continued) - |
| | |
| Earnings Per Share: |
| | Basic earnings (loss) per share are computed by dividing income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted earnings (loss) per share are similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued. There were no potentially dilutive common shares outstanding during the periods presented. |
| | |
NOTE B - | INVESTMENTS IN MARKETABLE EQUITY SECURITIES – |
| | |
| Marketable equity securities are classified as trading securities. Unrealized losses, measured as the difference between original cost and fair value, are reflected in the accompanying financial statements as follows: |
| | | | | | | |
| | 2007 | | 2006 | |
| | | | | |
| | | | | | | |
Unrealized (Losses) | | $ | (11,500 | ) | $ | (41,400 | ) |
| | | | | | | |
| |
NOTE C - | INCOME TAXES – |
| |
| The Company has a net operating loss carryforward, of approximately $20,000, which may be carried forward through the year 2027, to offset future taxable income. In addition, the Company has a net capital loss carryforward, of approximately $11,000, available to offset future capital gains through the year 2012. |
| |
| Significant components of the Company’s net deferred tax assets and liabilities, computed at approximately 20%, are as follows: |
| | | | | | | |
| | 2007 | | 2006 | |
| | | | | |
Deferred Tax Assets: | | | | | | | |
Net operating loss carryforward | | $ | 4,000 | | $ | 2,000 | |
Capital loss carryforward | | | 2,000 | | | — | |
Unrealized loss on investments | | | — | | | 13,000 | |
| | | | | | | |
| | | | | | | |
| | | 6,000 | | | 15,000 | |
Deferred Tax Liabilities: | | | | | | | |
Unrealized gain on investments | | | (6,000 | ) | | — | |
| | | | | | | |
Valuation Allowance | | | — | | | (15,000 | ) |
| | | | | | | |
| | | | | | | |
NET DEFERRED TAX ASSETS | | $ | — | | $ | — | |
| | | | | | | |
-7-
THE PARKVIEW GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
| |
NOTE C - | INCOME TAXES – (continued) - |
| |
| The valuation allowance changed during the two years ended December 31, 2007 resulting from changes in the loss carryforwards and unrealized gain and losses on investments in marketable securities as follows: |
| | | | | | | |
| | 2007 | | 2006 | |
| | | | | |
| | | | | | | |
Valuation Allowance - January 1 | | $ | 15,000 | | $ | 2,000 | |
| | | | | | | |
Increase (decrease) relating to timing differences | | | (15,000 | ) | | 13,000 | |
| | | | | | | |
| | | | | | | |
Valuation Allowance – December 31 | | $ | — | | $ | 15,000 | |
| | | | | | | |
The income tax provision relating to earnings (loss) consisted of the following:
| | | | | | | |
| | 2007 | | 2006 | |
| | | | | |
Continuing Operations: | | | | | | | |
Federal income tax expense (benefit) at statutory rates | | $ | 1,400 | | $ | (7,000 | ) |
State income tax expense (benefit) | | | 200 | | | (2,200 | ) |
| | | | | | | |
| | | | | | | |
| | | 1,600 | | | (9,200 | ) |
Tax benefit of net operating loss | | | (1,600 | ) | | — | |
Valuation allowance | | | — | | | (9,200 | ) |
| | | | | | | |
| | | | | | | |
NET TAX PROVISION | | $ | — | | $ | — | |
| | | | | | | |
| | |
NOTE D - | SHAREHOLDERS’ EQUITY – |
| | |
| Initial Private Placement: |
| | In August 2007, the Company completed a private placement of 17,200 restricted shares of common stock at $.25 per share to individual investors. |
-8-
THE PARKVIEW GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
| | |
NOTE E - | RELATED PARTY TRANSACTIONS – |
| | |
| Capital Contributions: |
| | During 2006, certain shareholders contributed marketable equity securities having a fair value of $86,500 to the Company. The securities were those of the Company’s major customer. |
| | |
| Consulting and Other Fees: |
| | Payments to shareholders for consulting and office administration expenses amounted to $2,429 and $23,134 in 2007 and 2006, respectively. |
| | |
| Occupancy Costs: |
| | Office space is being provided to the Company by one of the shareholders at no cost. The accompanying financial statements do not contain an estimated expense relating to occupancy costs. |
| | |
NOTE F - | CONCENTRATION OF RISK – |
| | |
| Customer: |
| | One former customer accounted for all of the Company’s consulting revenues for the year ended December 31, 2006. |
| | |
NOTE G - | SUBSEQUENT EVENTS – |
| | |
| Stock Repurchase: |
| | In January 2008, the Company purchased and cancelled 1,502,000 common shares for $2,000. |
| | |
| Dividend Payment: |
| | In May 2008, the Board of Directors declared a dividend of $.0355 per share to shareholders of record on May 15, 2008. In lieu of cash, the Company cancelled a $53,000 loan receivable from a principal shareholder. |
| | |
| Second Private Placement: |
| | In June 2008, the Company commenced a second private placement of 250,000 shares of its restricted common stock at $.50 per share. Through October 21, 2008, a total of 99,000 shares of common stock have been purchased by individual investors. |
-9-
THE PARKVIEW GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
(UNAUDITED)
THE PARKVIEW GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
(UNAUDITED)
TABLE OF CONTENTS
THE PARKVIEW GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
SEPTEMBER 30, 2008
(UNAUDITED)
| | | | |
ASSETS | | | | |
| | | | |
CURRENT ASSETS: | | | | |
Cash | | $ | 34,671 | |
| | | | |
| | | | |
TOTAL CURRENT ASSETS | | | 34,671 | |
| | | | |
PROPERTY AND EQUIPMENT – Net of Allowance For Depreciation of $254 | | | 1,442 | |
| | | | |
| | | | |
TOTAL ASSETS | | $ | 36,113 | |
| | | | |
| | | | |
SHAREHOLDERS’ EQUITY | | | | |
| | | | |
COMMON STOCK - $.001 Par Value; 20,000,000 Shares Authorized; 1,614,200 Shares Issued and Outstanding | | $ | 1,614 | |
| | | | |
ADDITIONAL PAID-IN CAPITAL | | | 86,146 | |
| | | | |
(DEFICIT) ACCUMULATED PRIOR TO DEVELOPMENT STAGE | | | (43,646 | ) |
| | | | |
(DEFICIT) ACCUMULATED DURING DEVELOPMENT STAGE | | | (8,001 | ) |
| | | | |
| | | | |
TOTAL SHAREHOLDERS’ EQUITY | | $ | 36,113 | |
| | | | |
See accompanying notes to financial statements.
-1-
THE PARKVIEW GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
| | | | | | | |
| | | | | |
| | Nine Months Ended September 30, 2008 | | Development Stage January 1, 2007 to September 30, 2008 | |
| | | | | |
| | | | | | | |
REVENUES | | $ | — | | $ | — | |
| | | | | | | |
GENERAL AND ADMINISTRATIVE EXPENSES | | | 17,225 | | | 26,297 | |
| | | | | | | |
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS | | | (122 | ) | | 18,296 | |
| | | | | | | |
| | | | | | | |
NET (LOSS) | | $ | (17,347 | ) | $ | (8,001 | ) |
| | | | | | | |
| | | | | | | |
NET (LOSS) PER SHARE: | | | | | | | |
Basic and Diluted | | $ | (.01 | ) | $ | — | |
| | | | | | | |
| | | | | | | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – | | | | | | | |
| | | | | | | |
Basic and Diluted | | | 1,554,276 | | | 2,385,364 | |
| | | | | | | |
See accompanying notes to financial statements.
-2-
THE PARKVIEW GROUP
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF SHAREHOLDERS’ EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 2008
(UNAUDITED)
| | | | | | | | | | | | | | | | | | | |
| | | | | | RETAINED EARNINGS (DEFICIT) | | | |
| | | | | | | | | |
| | COMMON STOCK $.001 PAR VALUE | | ADDITIONAL PAID IN | | PRIOR TO DEVELOPMENT | | DURING DEVELOPMENT | | | |
| | SHARES | | AMOUNT | | CAPITAL | | STAGE | | STAGE | | TOTAL | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
BALANCE – January 1, 2008 | | | 3,017,200 | | $ | 3,017 | | $ | 90,783 | | $ | (43,646 | ) | $ | 9,346 | | $ | 59,500 | |
| | | | | | | | | | | | | | | | | | | |
COMMON STOCK REPURCHASED | | | (1,502,000 | ) | | (1,562 | ) | | (498 | ) | | — | | | — | | | (2,000 | ) |
| | | | | | | | | | | | | | | | | | | |
DIVIDENDS DECLARED | | | — | | | — | | | (53,540 | ) | | — | | | — | | | (53,540 | ) |
| | | | | | | | | | | | | | | | | | | |
COMMON STOCK ISSUED | | | 99,000 | | | 99 | | | 49,401 | | | — | | | — | | | 49,500 | |
| | | | | | | | | | | | | | | | | | | |
NET LOSS | | | | | | | | | | | | | | | (17,347 | ) | | (17,347 | ) |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
BALANCE – September 30, 2008 | | | 1,614,200 | | $ | 1,614 | | $ | 86,146 | | $ | (43,646 | ) | $ | (8,001 | ) | $ | 36,113 | |
| | | | | | | | | | | | | | | | | | | |
See accompanying notes to financial statements.
-3-
THE PARKVIEW GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2008
(UNAUDITED)
| | | | | | | |
| | Nine Months Ended September 30, 2008 | | Development Stage January 1, 2007 to September 30, 2008 | |
| | | | | |
| | | | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | |
Net Income (Loss) | | $ | (17,347 | ) | $ | (8,001 | ) |
Adjustments to Reconcile Net (Loss) to Net | | | | | | | |
Cash Provided (Used) By Operating Activities: | | | | | | | |
Depreciation | | | 254 | | | 254 | |
Loss (Gain) on Investment in Marketable Securities | | | 122 | | | (18,296 | ) |
| | | | | | | |
| | | | | | | |
NET CASH (USED) BY OPERATING ACTIVITIES | | | (16,971 | ) | | (26,043 | ) |
| | | | | | | |
| | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | |
Proceeds from Stock Issuance | | | 49,500 | | | 53,800 | |
Dividends Paid | | | (540 | ) | | (540 | ) |
Stock Repurchases | | | (2,000 | ) | | (2,000 | ) |
Proceeds from Sale of Marketable Securities | | | 47,378 | | | 63,396 | |
| | | | | | | |
| | | | | | | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | | | 94,338 | | | 114,656 | |
| | | | | | | |
| | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | |
Loans Paid to Shareholders | | | (53,000 | ) | | (53,000 | ) |
Property and Equipment Purchased | | | (1,696 | ) | | (1,696 | ) |
| | | | | | | |
| | | | | | | |
NET CASH (USED) BY INVESTING ACTIVITIES | | | (54,696 | ) | | (54,696 | ) |
| | | | | | | |
| | | | | | | |
NET INCREASE IN CASH | | | 22,671 | | | 33,917 | |
| | | | | | | |
CASH – Beginning of Period | | | 12,000 | | | 754 | |
| | | | | | | |
| | | | | | | |
CASH – End of Period | | $ | 34,671 | | $ | 34,671 | |
| | | | | | | |
| | | | | | | |
SUPPLEMENTAL CASH FLOW INFORMATION: | | | | | | | |
| | | | | | | |
Interest Paid | | $ | — | | $ | — | |
| | | | | | | |
| | | | | | | |
Taxes Paid | | $ | — | | $ | — | |
| | | | | | | |
See accompanying notes to financial statements.
-4-
THE PARKVIEW GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
| | |
NOTE A - | BUSINESS AND ACCOUNTING POLICIES – |
| | |
| Business: |
| | |
| | The Parkview Group, Inc. (“Parkview”) was incorporated as a privately held corporation in the State of Delaware on April 7, 1999. The Company conducts its management consulting business from its office located in Boca Raton, Florida. |
| | |
| | Effective January 1, 2007, in addition to its consulting business, management decided to devote substantial efforts to raising capital through the sale of common stock to provide funding for activities, including those connected with its newly adopted line of business (marketing of assets acquired from distressed companies) and, accordingly, “Parkview” is now classified as a development stage company. |
| | |
| Basis of Presentation: |
| | |
| | These interim financial statements are unaudited and have been prepared by the Company, under rules and regulations of the Securities and Exchanges Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading. |
| | |
| | These statements reflect all normal recurring adjustments that, in the opinion of management, are necessary for fair presentation of the information contained herein. These financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes for the year ended December 31, 2007. The Company adheres to the same accounting policies in preparation of interim financial statements. |
| | |
| Estimates: |
| | |
| | The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results may differ from the estimates and assumptions used in preparing the financial statements. |
-5-
THE PARKVIEW GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
| | |
NOTE A - | BUSINESS AND ACCOUNTING POLICIES – (continued) - |
| | |
| Earnings Per Share: |
| | |
| | Basic earnings (loss) per share are computed by dividing income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted earnings (loss) per share are similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued. There were no potentially dilutive common shares outstanding during the periods presented. |
| | |
| Property and Equipment: |
| | |
| | Property and equipment is stated at cost less accumulated depreciation. Depreciation is accounted for on the straight line method based on estimated useful lives of the respective assets. |
| | |
| Income Taxes: |
| | |
| | Income taxes are determined based upon income and expenses recorded for financial reporting purposes. Deferred taxes are recorded for estimated future tax effects of differences between the bases of assets and liabilities for financial reporting and income tax purposes giving consideration to enacted tax laws. |
| | |
NOTE B - | INCOME TAXES – |
| | |
| | As of September 30, 2008, the Company has a net operating loss carryforward, of approximately $37,000, which may be carried forward through the year 2028, to offset future taxable income. In addition, the Company has a net capital loss carryforward, of approximately $23,000, available to offset future capital gains through the year 2013. |
| | |
| | At September 30, 2008, deferred tax assets, of approximately $10,000 relating to the potential tax benefit of future tax deductions, were offset by a valuation allowance due to the uncertainty of their recognition. |
-6-
THE PARKVIEW GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
| | |
NOTE C - | SHAREHOLDERS’ EQUITY – |
| | |
| Stock Repurchase: |
| | |
| | In January 2008, the Company purchased and cancelled 1,502,000 common shares for $2,000. |
| | |
| Dividend Payments: |
| | |
| | In May 2008, the Board of Directors declared a dividend of $.0355 per share to shareholders of record on May 15, 2008. In lieu of cash, the Company cancelled a $53,000 loan receivable from a principal shareholder. |
| | |
| | The Company does not anticipate paying dividends in the future. |
| | |
| Second Private Placement: |
| | |
| | In June 2008, the Company commenced a second private placement of 250,000 shares of its restricted common stock at $.50 per share. Through November 6, 2008, a total of 99,000 shares of common stock have been purchased by individual investors. |
| | |
NOTE D - | SUBSEQUENT EVENT – |
| | |
| Stock Repurchase: |
| | |
| | In November, 2008, the Company purchased and cancelled 200,000 common shares for $200. |
-7-
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| | |
| THE PARKVIEW GROUP, INC., |
| | A Delaware Corporation |
| | |
| By: | /s/ Richard B. Frost |
| | |
| | Richard B. Frost, President and Chief Executive Officer |
Dated: April 14 , 2009