UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended September 30, 2009 | |
or | |
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o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File 0-53491
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THE PARKVIEW GROUP, INC. |
(Exact name of registrant as specified in its charter) |
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Delaware |
| 65-0918608 |
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(State or other jurisdiction of |
| (I.R.S. Employer |
Incorporation or Organization) |
| Identification No.) |
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21301 Powerline Road, Suite 103, Boca Raton, Florida |
| 33433 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (561) 789-4162
Securities registered pursuant to Section 12(b) of the Act:
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| Name of each |
Title of each class |
| Exchange on which registered |
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None |
| None |
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Not Applicable |
(Former name, former address and former fiscal year, if changed since last report) |
Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files Yeso Nox
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.:
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Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Nox
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yeso Noo
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each the issuer’s classes of common stock, as of the latest practical date:
The number of shares of the registrant’s Common Stock outstanding as of October 31, 2009 was 1,531,200.
At present, there is no trading market in our Common Stock. Accordingly, the aggregate market value of the voting Common Stock held by non-affiliates of the registrant cannot be calculated at this time. On October 31st 2009 there were 356,200 shares of our Common Stock, par value $.001, held by non-affiliates.
THE PARKVIEW GROUP, INC.
AND SUBSIDIARY
Table of Contents
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| Management’s Discussion And Analysis of Financial Condition And Results Of Operations |
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2
PART I – FINANCIAL INFORMATION
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FINANCIAL STATEMENTS |
THE PARKVIEW GROUP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
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| (UNAUDITED) |
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ASSETS |
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CURRENT ASSETS: |
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Cash |
| $ | 13,657 |
| $ | 19,920 |
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PROPERTY AND EQUIPMENT –Net of Allowance for Depreciation of $254 in 2009 and $283 in 2008 |
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| 1,158 |
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| 1,413 |
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TOTAL ASSETS |
| $ | 14,815 |
| $ | 21,333 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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CURRENT LIABILITIES: |
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Accounts Payable and Accrued Expenses |
| $ | 720 |
| $ | 8,197 |
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TOTAL CURRENT LIABILITIES |
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| 720 |
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| 8,197 |
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SHAREHOLDERS’ EQUITY: |
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Common Stock - $.001 Par Value; 20,000,000 Shares Authorized; 1,531,200 Shares Issued and Outstanding in 2009; 1,421,200 Shares Issued and Outstanding in 2008 |
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| 1,531 |
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| 1,421 |
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Additional Paid-In Capital |
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| 144,529 |
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| 89,639 |
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Accumulated (Deficit) |
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| (131,965 | ) |
| (77,924 | ) |
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TOTAL SHAREHOLDERS’ EQUITY |
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| 14,095 |
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| 13,136 |
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
| $ | 14,815 |
| $ | 21,333 |
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See accompanying notes to financial statements.
3
THE PARKVIEW GROUP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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| For the Three Months Ended |
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| September 30, |
| September 30, |
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REVENUES |
| $ | 4,000 |
| $ | — |
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GENERAL AND ADMINISTRATIVE EXPENSES |
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| (17,713 | ) |
| (14,742 | ) |
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NET (LOSS) |
| $ | (13,713 | ) | $ | (14,742 | ) |
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NET (LOSS) PER SHARE: |
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Basic and Diluted |
| $ | (.01 | ) | $ | (.01 | ) |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED |
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| 1,515,439 |
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| 1,536,450 |
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See accompanying notes to financial statements.
4
THE PARKVIEW GROUP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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| For the Nine Months Ended |
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| September 30, |
| September 30, |
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REVENUES |
| $ | 4,000 |
| $ | — |
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GENERAL AND ADMINISTRATIVE EXPENSES |
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| (58,041 | ) |
| (17,170 | ) |
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REALIZED AND UNREALIZED GAINS AND (LOSSES) ON INVESTMENTS |
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| — |
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| (121 | ) |
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NET (LOSS) |
| $ | (54,041 | ) | $ | (17,291 | ) |
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NET (LOSS) PER SHARE: |
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Basic and Diluted |
| $ | (.04 | ) | $ | (.01 | ) |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED |
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| 1,454,478 |
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| 1,554,276 |
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See accompanying notes to financial statements.
5
THE PARKVIEW GROUP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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| For the Nine Months Ended |
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| September 30, |
| September 30, |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net (Loss) |
| $ | (54,041 | ) | $ | (17,291 | ) |
Adjustments to Reconcile Net (Loss) to Net Cash (Used) by Operating Activities: |
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Depreciation |
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| 255 |
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| 198 |
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Realized and Unrealized Loss on Investment in Marketable Securities |
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| 121 |
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Changes in Operating Assets and Liabilities: |
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Accounts Payable and Accrued Expenses |
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| (7,477 | ) |
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NET CASH (USED) BY OPERATING ACTIVITIES |
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| (61,263 | ) |
| (16,972 | ) |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Shareholders’ Loans |
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| 4,000 |
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Repayments of Shareholders’ Loans |
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| (4,000 | ) |
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Proceeds from Stock Issuance |
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| 55,000 |
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| 49,500 |
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Dividends Paid |
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| — |
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| (53,540 | ) |
Stock Repurchases |
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| — |
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| (2,000 | ) |
Proceeds from Sales of Marketable Securities |
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| 47,379 |
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NET CASH PROVIDED BY FINANCING ACTIVITIES |
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| 55,000 |
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| 41,339 |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Property and Equipment Purchases |
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| (1,696 | ) |
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NET CASH (USED) BY INVESTING ACTIVITIES |
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| (1,696 | ) |
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NET INCREASE (DECREASE) IN CASH |
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| (6,263 | ) |
| 22,671 |
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CASH – Beginning of Period |
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| 19,920 |
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| 12,000 |
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CASH – End of Period |
| $ | 13,657 |
| $ | 34,671 |
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SUPPLEMENTAL CASH FLOW INFORMATION: |
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Interest Paid |
| $ | — |
| $ | — |
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Taxes Paid |
| $ | — |
| $ | — |
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See accompanying notes to financial statements.
6
THE PARKVIEW GROUP, INC. AND SUBSIDIARY
NOTES TO CONDENSED FINANCIAL STATEMENTS
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NOTE A - | BUSINESS AND ACCOUNTING POLICIES – |
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| Business: |
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| The Parkview Group, Inc. (“Parkview”) was incorporated in the State of Delaware on April 7, 1999. The Company conducts its operations from its office in Boca Raton, Florida. |
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| 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 for financially distressed companies). “Parkview” was classified as a development stage company through July 21, 2009. |
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| Basis of Presentation: |
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| The accompanying financial statements include the accounts of the Company and its wholly owned subsidiary, Distressed Assets Disposition Services, Inc. All intercompany balances and transactions have been eliminated in consolidation. |
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| In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the information set forth therein. These financial statements are condensed and therefore do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. |
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| Going Concern: |
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| The Company has suffered recurring losses from operations and has minimal operating revenues in the two years and nine months ended September 30, 2009, and has an accumulated deficit. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is presently seeking additional consulting engagements, implementing its newly adopted business plan of marketing assets for financially distressed companies and raising capital through borrowings and private equity investments. The accompanying financial statements have been prepared on the basis of a going concern, and do not reflect any adjustments from an alternative assumption. |
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THE PARKVIEW GROUP, INC. AND SUBSIDIARY
NOTES TO CONDENSED FINANCIAL STATEMENTS
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NOTE A - | BUSINESS AND ACCOUNTING POLICIES – (continued) - | |
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| Estimates: |
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| 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. |
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| Property and Equipment: |
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| 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. |
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| Fair Values of Financial Instruments: |
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| The carrying amounts of the Company’s financial instruments at September 30, 2009 and December 31, 2008, approximate fair value. |
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| Revenue and Expenses: |
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| The Company earns revenues on consulting services contracts. The revenue is recognized when the consulting services are performed. |
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| Income Taxes: |
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| 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. If available, evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. |
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| Earnings Per Share: |
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| 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. |
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THE PARKVIEW GROUP, INC. AND SUBSIDIARY
NOTES TO CONDENSED FINANCIAL STATEMENTS
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NOTE B - | SHAREHOLDERS’ LOANS – |
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| On May 12, 2009, certain shareholders, who are also corporate officers, made working capital advances to the Company bearing interest at 6%. The loans were repaid in July, 2009. |
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NOTE C - | INCOME TAXES – | |
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| As of September 30, 2009, the Company has a net operating loss carryforward of approximately $110,000, which may be carried forward through the year 2029, 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. |
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| At September 30, 2009, deferred tax assets of approximately $16,000 relating to the potential tax benefit of future tax deductions, were offset by a valuation allowance due to the uncertainty of their recognition. |
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NOTE D - | SALE OF COMMON STOCK - | |
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| Through September 30, 2009, the Company sold 110,000 shares of common stock for a total amount of $55,000. |
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NOTE E - | RELATED PARTY TRANSACTIONS – | |
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| Consulting and Other Fees: |
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| Payments to shareholders for consulting and office administration expenses amounted to $1,620 and $1,295 in 2009 and 2008, respectively. |
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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
During the quarter ended September 30, 2009, Parkview secured four (4) new client accounts for management consulting services. These client accounts are engaged in marketing commercial loans, manufacturing of storm shutters and shades, trading in precious metals, and providing medical solutions. In each case, we entered into twelve (12) month consulting agreements which provide for monthly, non-refundable retainers and hourly billing for services as rendered. Under each of the agreements, 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.The company’s only employees are 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 hiring additional employees during 2009.
The Company is continuing to seek to secure further revenue producing customer relationships through the use of direct solicitation and networking efforts by its officers. 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.
In addition, Parkview continues to seek potential opportunities to expand its business into the area of the disposition of distressed assets. We incorporated our wholly owned subsidiary, Distressed Assets Disposition Services, Inc., during the fourth quarter of 2008 for the express purpose of transacting business in this area of commerce. To date however, we have been unsuccessful in identifying any corresponding business opportunities.
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Results of Operations
The Company had revenues of $4,000, and expenses of $17,713, in the three (3) month period ended September30th 2009, as compared to no revenue and expenses of $14,742, in the comparable three (3) month period of 2008. The increase in expenses for the Third Quarter of 2009, in comparison with the Third Quarter of 2008, was primarily attributable to legal, accounting, filing, and stock transfer expenses incurred during the quarter ended September 30th2009.
The Company had revenues of $4,000 and expenses of $58,041 in the nine (9) month period ended September 30th 2009 as compared to no revenue and expenses of $17,170 in the comparable nine (9) month period of 2008. The increase in expenses for the nine (9) month period of 2009, in comparison to the nine (9) month period of 2008 was attributable to legal, accounting, filing, and stock transfer expenses incurred.
Other than the current efforts of our officers to secure additional revenue producing customer relationships and engagements for its consulting services, and the commencement of the four (4) new consulting engagements secured during the third quarter of 2009, the Company is not presently aware of any other trends, events, or uncertainties that may cause its revenues to improve. If successful, however, management’s efforts will augment the Company’s receipt of revenues from operations. There can be no assurance, however, that our efforts will succeed.
Liquidity and Capital Resources
During the nine (9) month period ended September 30th2009, the Company financed its operations through the use of proceeds from private placement sales of its restricted Common Stock and from revenue produced from its consulting contracts. As of September 30th 2009, the Company had cash in the amount of $13,657, and no additional 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.
Our receipt of only modest revenues from 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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QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK |
Not applicable
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CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
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. The current evaluation confirmed to the Company’s principal executive officer and the Company’s principal financial officer, that the design and operation of the Company’s disclosure controls and procedure are effective as of the date of this report at a reasonable assurance level.
No Changes in Internal Control over Financial Reporting
There have been no changes in internal control over financial reporting.
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LEGAL PROCEEDINGS |
None
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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
On July 21, 2009, the Registrant completed the sale of 110,000 shares of authorized, previously unissued Common Stock for aggregate cash proceeds of $55,000 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.
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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DEFAULTS UPON SENIOR SECURITIES |
None
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SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS |
None
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OTHER INFORMATION |
None
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ITEM 6. | EXHIBITS |
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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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10.5 |
| Resignation of Mark J. Hanna. Filed as an exhibit to the Company’s Current Report on Form 8-K dated July 23, 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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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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November 10, 2009 | By: | /s/ Richard B. Frost |
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| Richard B. Frost, President |
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| (Principal Executive Officer) |
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November 10, 2009 | By: | /s/ Bert L. Gusrae |
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| Bert L. Gusrae, Secretary, Treasurer |
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| (Principal Financial Officer) |
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