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ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Introduction
The following discussion “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains forward looking statements. The words “anticipate,” “believe,” “expect,” “plan,” “intend,” “estimate,” “project,” “will,” “could,” “may” and similar expressions are intended to identify forward looking statements. Such statements reflect our current views with respect to future events and financial performance and involve risks and uncertainties. Should one or more risks or uncertainties occur, or should underlying assumptions prove incorrect, actual results may vary materially and adversely from those anticipated, believed, expected, planned, intended, estimated, projected or otherwise indicated. We caution you not to place undue reliance on these forward looking statements, which we have made as of the date of this Quarterly Report on Form 10-Q.
The following is qualified by reference to, and should be read in conjunction with our unaudited financial statements (“Financial Statements”), and the Notes thereto, included elsewhere in this Form 10-Q, as well as the discussion here under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Overview
Parkview was unable to generate any revenues from operations since December 2006. Due to that failure, the Company has been in the development stage since January 1, 2007. Its single three (3) year sales and marketing assistance contractual relationship in effect in this reporting period has yet to produce any revenue to the Company. Current operations efforts have not yet generated revenues and further planned operations involving distressed asset activities have not yet started. In its continuing development stage, the Company has focused most of its time and efforts in planning, raising capital, developing marketing strategies, and exploring potential commercial opportunities.
In late July, 2009 however, we secured four (4) new client accounts for the provision of our management consulting services to businesses engaged in commercial loans marketing, manufacturing of storm shutters and shades, trading in precious metals and providing medical solutions. In each case, we entered into 12 month consulting agreements which provide for monthly, non-refundable retainers and hourly billing for services as rendered, beginning on August 1st 2009. Under each agreement, we have undertaken the provision of consulting with regard to matters including, but not limited to, the client’s marketing plans, negotiation of contracts, corporate financing and retention of legal, accounting and other professional services.
Prior to late July, 2009, Parkview had only one (1) consulting services agreement in effect with an unrelated party, which has not yet generated any revenue. At this point, the company has no employees other than its president, Richard B. Frost, its vice president, Rebecca A. Lozano and its secretary and treasurer, Bert L. Gusrae, each of whom is currently unsalaried. The Company’s former executive vice president and director, Mark J. Hanna, resigned from his positions with the Company on July 15, 2009. We do not anticipate an ability to hire additional employees during 2009, or until such earlier time that our business activity may require and permit.
The Company is continuing to seek and secure further revenue producing customer relationships through the use of direct solicitation and networking efforts by its officers and plans to place advertising in trade publications and directories, to be identified and determined by management. Consideration is being given as well, to the possible creation of a Parkview website describing the Company’s service offerings and soliciting consulting assignments. During future months Parkview also intends to continue to strive to serve its current clients coincident with its efforts to secure other, hopefully significant, revenue producing customer relationships.
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Results of Operations
The Company had no revenue, and expenses of approximately $13,190, in the three (3) month period ended June30th 2009, as compared to no revenue and expenses of approximately $811, in the comparable three (3) month period of 2008. The increase in expenses for the Second Quarter of 2009, in comparison with the Second Quarter of 2008, was attributable to legal, accounting, and filing costs incurred, in connection with the Company’s preparation of its Quarterly Report on Form 10-Q for the period ended June30th 2009.
The Company had no revenue, and expenses of approximately $40,328, in the six (6) month period ended June 30th 2009 as compared to no revenue and expenses of approximately $2,428 in the comparable six (6) month period of 2008. The increase in expenses for the initial six (6) month period of 2009, in comparison to the six (6) month period ended June 30th 2008 was attributable to legal, accounting, and filing costs incurred, in connection with preparation and filing of Company’s Quarterly Reports on Form 10-Q for the periods ended March 31st and June 30th 2009.
With commencement of our four new client services agreements on August 1st, 2009, the Company anticipates commencement of receipt of revenues from operations for the first time since December, 2006.
Other than the current efforts of its officers to secure revenue producing customer relationships and engagements for its consulting services, and commencement of the four new consulting engagements secured in late July, 2009, the Company is not presently aware of any other trends, events, or uncertainties that may cause its long term lack of revenues or income to improve. If successful, however, those management efforts will augment the Company’s receipt of revenues from operations and will have begun a new, positive trend, ending the substantial hiatus since our receipt of revenues from consulting operations. There is no present assurance though, that those efforts will be successful or that the Company’s poor revenues situation will not continue and if continued, will likely erode the Company’s current, poor financial condition. To date, other than the acquisition of the four new client accounts, there has been no material progress made in expanding the Company’s business model.
Liquidity and Capital Resources
During the six (6) month period ended June 30th2009, the Company financed its operations through the use of proceeds from previous private placement sales of its restricted Common Stock, in the absence of revenue producing customer relationships. As of June 30th 2009, the Company had only minimal cash in the amount of $1,575 and no capital reserves. We may consider expansion through joint ventures, partnerships or strategic alliances but no such business arrangement or relationship is currently under consideration. We may be forced to borrow funds. No assurance can be given that funds will be available to borrow, or if available, that they will be available on terms favorable or acceptable to Parkview.
During the period covered by this report, The Parkview Group, Inc. conducted no revenue producing business operations and accordingly, generated no revenues. We continue to devote our efforts to general business planning and identifying, locating and developing consulting business opportunities.
Our on-going lack of revenue producing operations in this reporting period raises questions about our ability to continue as a going concern. Our financial statements have been prepared using generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Our ability to meet those obligations and continue as a going concern is dependent upon us locating, identifying and securing additional revenue producing customer relationships and engagements. There is no present assurance that we will be able to continue as a going concern.
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ITEM 3. | QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK |
Not applicable
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ITEM 4T. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
As of the date this report is filed, an evaluation was performed under the supervision, and with the participation, of the Company’s principal executive officer and the Company’s principal financial officer of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. In connection with our registration statement on Form 10, initially filed on November 12, 2008, as amended during the four (4) month period ended April 30th 2009, our Annual Report on Form 10-K for the year ended December 31st 2008 and our Quarterly Report on Form 10-Q for the period ended March 31st 2009, accounting work was completed, financial statements were prepared, and audits and reviews were obtained. The current evaluation confirmed to the Company’s principal executive officer and the Company’s principal financial officer, as of the end of the period covered by this Quarterly Report on Form 10-Q, that the design and operation of the Company’s disclosure controls and procedure are effective as of the date of this report.
No Changes in Internal Control over Financial Reporting
There have been no changes in internal control over financial reporting.
PART II – OTHER INFORMATION
None
See the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2008.
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ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
On July 21, 2009, the Registrant completed the sale of 107,000 shares of authorized, previously unissued Common Stock for aggregate cash proceeds of $53,500 or $0.50 per share. The securities were purchased by four (4) individual shareholders. There were no underwriting discounts or commissions paid in the transactions. The proceeds received from the sales are being and will be used as operating capital by the Company to cover its on-going costs and expenses.
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Exemption from the registration provisions of the Securities Act of 1933 for the four purchase transactions described was claimed under Section 4(2) of the Securities Act of 1933, among others, on the basis that none of the transactions involved any public offering and the purchasers were accredited investors having access to the kind of information registration would provide. Appropriate investment representations were obtained, and the securities were issued bearing restricted securities legends and subject to stop-transfer instructions to the Company’s Transfer Agent.
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ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None
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ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS |
None
None
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Exhibit No. | | Description |
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10.1 | | Consulting Agreement with 3GFI, LLC. Filed as an exhibit to the Company’s Current Report on Form 8-K dated July 29,2009 and incorporated herein by reference. |
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10.2 | | Consulting Agreement with Wrol-Up Shutters & Shades, Inc. Filed as an exhibit to the Company’s Current Report on Form 8-K dated July 29,2009 and incorporated herein by reference. |
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10.3 | | Consulting Agreement with Gold Vault Metals, Inc. Filed as an exhibit to the Company’s Current Report on Form 8-K dated July 29,2009 and incorporated herein by reference. |
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10.4 | | Consulting Agreement with Atlantic Medical Solutions, LLC. Filed as an exhibit to the Company’s Current Report on Form 8-K dated July 29,2009 and incorporated herein by reference. |
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31.1 | | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1 | | Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | THE PARKVIEW GROUP, INC. |
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August 10. 2009 | | By: | /s/ Richard B. Frost |
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| | | Richard B. Frost, President |
| | | (Principal Executive Officer) |
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August 10, 2009 | | By: | /s/ Bert L. Gusrae |
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| | | Bert L. Gusrae, Secretary, Treasurer |
| | | (Principal Financial Officer) |
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