gardner_13d-021109.htm

0001019687-09-000730.txt : 20090305 0001019687-09-000730.hdr.sgml : 20090305 20090304205403 ACCESSION NUMBER: 0001019687-09-000730 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090305 DATE AS OF CHANGE: 20090304 GROUP MEMBERS: BRIAN SCOTT GARDNER GROUP MEMBERS: FIDELIS CHARITABLE REMAINDER TRUST GROUP MEMBERS: IAN GARNER FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Gardner Ian CENTRAL INDEX KEY: 0001454246 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 619-501-3932 MAIL ADDRESS: STREET 1: 1848 COMMERCIAL ST. CITY: SAN DIEGO STATE: CA ZIP: 92113 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLEARVIEW ACQUISITIONS, INC. CENTRAL INDEX KEY: 0001364560 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 204069588 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81964 FILM NUMBER: 09657148 BUSINESS ADDRESS: STREET 1: 1848 COMMERCIAL STREET CITY: SAN DIEGO STATE: CA ZIP: 92113 BUSINESS PHONE: 877-246-4354 MAIL ADDRESS: STREET 1: 1848 COMMERCIAL STREET CITY: SAN DIEGO STATE: CA ZIP: 92113 FORMER COMPANY: FORMER CONFORMED NAME: Clearview Acquisitions, Inc. DATE OF NAME CHANGE: 20081124 FORMER COMPANY: FORMER CONFORMED NAME: Black Sea Oil, Inc. DATE OF NAME CHANGE: 20070322 FORMER COMPANY: FORMER CONFORMED NAME: TERRAPIN ENTERPRISES INC DATE OF NAME CHANGE: 20060601 SC 13D 1 gardner_13d-021109.htm CLEARVIEW ACQUISITIONS, INC. gardner_13d-021109.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

CLEARVIEW ACQUISITIONS, INC. (Name of Issuer)


common stock, par value $0.001 per share (Title of Class of Securities)

		18506Q103 (CUSIP Number)


Ian Gardner c/o Helix Wind, Inc. 1848 Commercial Street San Diego, California 92113 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


	February 11, 2009 (Date of Event which Requires Filing of this Statement

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 802817304

Page 2 of 8 Pages

1	NAME OF REPORTING PERSON Ian Gardner
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 2,243,316
			8	SHARED VOTING POWER 7,820,662
			9	SOLE DISPOSITIVE POWER 2,243,316
			10	SHARED DISPOSITIVE POWER 7,820,662
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,063,978
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36%
14		TYPE OF REPORTING PERSON IN

SCHEDULE 13D

CUSIP No. 802817304

Page 3 of 8 Pages

1	NAME OF REPORTING PERSON Fidelis Charitable Remainder Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 7,820,662
			8	SHARED VOTING POWER
			9	SOLE DISPOSITIVE POWER 7,820,662
			10	SHARED DISPOSITIVE POWER
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,820,662
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.5%
14		TYPE OF REPORTING PERSON OO

SCHEDULE 13D

CUSIP No. 802817304

Page 4 of 8 Pages

1	NAME OF REPORTING PERSON Brian Scott Gardner
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER
			8	SHARED VOTING POWER 7,820,662
			9	SOLE DISPOSITIVE POWER
			10	SHARED DISPOSITIVE POWER 7,820,662
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,820,662
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.5%
14		TYPE OF REPORTING PERSON IN

SCHEDULE 13D

CUSIP No. 802817304

Page 5 of 8 Pages

Item 1. Security and Issuer

This statement on Schedule 13D (“Statement”) relates to the common stock, par value $0.001 per share (“Common Stock”) of Clearview Acquisitions, Inc. (the “Company”). The principal executive offices of the Company are located at 1848 Commercial Street, San Diego, California 92113.

Item 2. Identity and Background

This Statement is being filed by the following, each a “Reporting Person”, and together, the “Reporting Persons”:

Ian Gardner, whose business address is 1848 Commercial Street, San Diego, California 92113, is a citizen of the United States of America. Mr. Ian Gardner is a director and the Chief Executive Officer of the Company, which is the parent company of Helix Wind, Inc. (“Helix Wind”), which is engaged in the small wind turbine alternative energy business offering a distributed power technology platform designed to produce electric energy from the wind.

Brian Scott Gardner, whose address is c/o Ian Gardner, 1848 Commercial Street, San Diego, California 92113, is a citizen of the United States of America. Mr. Brian Gardner is a Consultant at Labex of MA , which engages in the business of selling and purchasing used pharmaceutical research equipment.

The Fidelis Charitable Remainder Trust (the “Trust”) is a Nevada trust with an address at c/o Ian Gardner, 1848 Commercial Street, San Diego, California 92113. Ian Gardner and Brian Gardner are the trustees and beneficiaries of the Fidelis Charitable Remainder Trust.

During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

The Trust received 7,820,662 shares of Common Stock in exchange for its shares of Helix Wind in a reverse triangular merger whereby a wholly-owned subsidiary of the Company was merged with and into Helix Wind and the stockholders of Helix Wind received shares of the Company’s Common Stock for their shares of Helix Wind common stock (the “Merger”). The Trust, which is controlled by Ian Gardner and Brian Gardner has sole voting and dispositive power over these shares while Ian Gardner and Brian Gardner share voting and dispositive power over these shares. As part of the Merger, and pursuant to the assumption of his employment agreement with Helix Wind by the Company, Mr. Ian Gardner received an option to purchase 3,253,740 shares of the Company’s Common Stock, of which, 1,952,244 shares of Common Stock are beneficially owned and may be acquired through exercise within 60 days. Ian Gardner has the sole voting and dispositive power as to the shares underlying these options. Also as part of the Merger, Ian Gardner exchanged a 12% Convertible Note issued by Helix Wind for a new 9% Convertible Note convertible as of February 11, 2009 into 145,536 shares of Common Stock and a Warrant to purchase 145,536 shares of Common Stock. Ian Gardner has the sole voting and dispositive power as to the shares underlying the 9% Convertible Note and Warrant.

SCHEDULE 13D

CUSIP No. 802817304

Page 6 of 8 Pages

Item 4. Purpose of Transaction

The Reporting Persons acquired the shares of Common Stock to which this Statement relates as part of the Merger. Ian Gardner has already been appointed to the Company’s board of directors as part of the Merger. The Reporting Persons also intends to seek the election of Scott Weinbrandt to the Company’s board of directors, as contemplated by the Merger.

Except as set forth in this Item 4, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D, however, the Reporting Persons intend to review their investments in the Company on a continuing basis.

Item 5. Interest in Securities of the Issuer

a. As of the date of this filing, Ian Gardner beneficially and directly owned 2,243,316 shares of Common Stock, representing approximately 8.7% of the shares of Common Stock presently outstanding based upon the 25,681,094 shares of Common Stock reported by the Company to be issued and outstanding as of February 11, 2009 in its Current Report on Form 8-K filed with the Securities and Exchange Commission on February 11, 2009. Of such shares, 1,952,244 shares may be acquired through the exercise of stock options within 60 days; 145,536 shares may be acquired through the exercise of warrants; and 145,536 shares may be obtained through the conversion of convertible debt. Ian Gardner also holds options for an additional 1,301,496 shares of Common Stock which are not exercisable within the next 60 days and thus not deemed to be beneficially owned at this time.

As of the date of this filing, the Trust beneficially and directly owned 7,820,662 shares of Common Stock, representing approximately 30.5% of the shares of Common Stock presently outstanding based upon the 25,681,094 shares of Common Stock reported by the Company to be issued and outstanding as of February 11, 2009 in its Current Report on Form 8-K filed with the Securities and Exchange Commission on February 11, 2009. Ian Gardner and Brian Gardner may be deemed to beneficially own the shares held by the Trust.

b. Each of Ian Gardner and Brian Gardner may be deemed to have shared voting and dispositive power over the 7,820,662 shares of Common Stock owned by the Trust by virtue of their respective positions as described in Item 2.

c. No Reporting Person has effected any transaction in shares of the Common Stock during the 60 days preceding the date hereof, except to the extent disclosed in this filing, which includes the Merger. The shares of Common Stock subject to stock options have an exercise price of $0.50 per share. The shares of Common Stock subject to the warrant have an exercise price of $0.75 per share. The shares of Common Stock subject to the convertible note have a conversion price of $0.50 per share. The other shares of Common Stock were not issued for a specified price per share. The Merger was effected in San Diego, California.

d. Not applicable.

e. Not applicable.

SCHEDULE 13D

CUSIP No. 802817304

Page 7 of 8 Pages

Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

On January 28, 2009, Helix Wind, the Company and Helix Wind Acquisition Corp., a wholly-owned subsidiary of the Company, entered into an Agreement to effect the Merger, upon the closing of which, the Trust became entitled to receive shares of the Company’s Common Stock in return for its shares of Helix Wind common stock and Ian Gardner received options to purchase the Company’s Common Stock in connection with his Employment Agreement with Helix Wind, which was assumed by the Company, a 9% Convertible Note and a Warrant. Ian Gardner’s option to purchase shares of the Common Stock of the Company is provided for in a Stock Option Agreement dated February 11, 2009. 1,952,244 shares underlying such stock option vested on February 11, 2009, and additional 650,748 shares will vest on December 31, 2009 and an additional 650,748 shares will vest on December 31, 2010.

The Signatories to this Statement are parties to the Joint Filing Agreement described in Item 7 below.

Item 7. Material to be Filed as Exhibits

Exhibit No. Exhibit Description

10.1	Agreement dated as of January 28, 2009, by and among Clearview Acquisitions, Inc., Helix Wind Acquisition Corp. and Helix Wind, Inc. incorporated by reference from Exhibit 10.1 to Clearview Acquisitions, Inc.'s Current Report on Form 8-K filed on January 28, 2009 (File No. 000-52107).

10.2	Stock Option Agreement dated February 11, 2009, by and between Clearview Acquisitions, Inc. and Ian Gardner.

10.3	Warrant dated February 11, 2009, by and between Clearview Acquisitions, Inc. and Ian Gardner incorporated by reference from Exhibit 4.2 to Clearview Acquisitions, Inc.'s Current Report on Form 8-K filed on February 11, 2009 (File No. 000-52107).

10.4	9% Convertible Note dated February 11, 2009, by and between Clearview Acquisitions, Inc. and Ian Gardner incorporated by reference from Exhibit 10.6 to Clearview Acquisitions, Inc.'s Current Report on Form 8-K filed on February 11, 2009 (File No. 000-52107).

99.1	Joint Filing Agreement dated February 11, 2009, by and among Ian Gardner, the Fidelis Charitable Remainder Trust and Brian Scott Gardner

[The remainder of this page intentionally left blank.]

SCHEDULE 13D

CUSIP No. 802817304

Page 8 of 8 Pages

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Fidelis Charitable Remainder Trust Date: February 20, 2009 /s/ Ian Gardner Signature Ian Gardner, Trustee Name/Title
Date: February 20, 2009 /s/ Ian Gardner Signature Ian Gardner Name/Title	Date: February 20, 2009 /s/ Brian Scott Gardner Signature Brian Scott Gardner Name/Title

EX-10.2 2 gardner_13d-ex1002.htm STOCK OPTION AGREEMENT gardner_13d-ex1002.htm

Exhibit 10.2

CLEARVIEW ACQUISITIONS, INC.

SHARE EMPLOYEE INCENTIVE STOCK OPTION PLAN

NOTICE OF GRANT OF

INCENTIVE STOCK OPTION

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

Name of Optionee:

IAN A. GARDNER

You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and the Option Agreement, as follows:

Date of Grant:	February 11, 2009

Vesting Commencement Date:	February 11, 2009

Exercise Price per Share:	$ 0.55

Total Number of Shares Granted	3,253,740

Type of Option:	Incentive Stock Option

Term:	Five years

Vesting Schedule: This Option may be exercised, in whole or in part, in accordance with the following schedule:

Number of Shares (Installment)	Date of Earliest Exercise (Vesting)
1,952,244	Date of Grant
650,748	December 31, 2009
650,748	December 31, 2010

Termination Date:	February 10, 2014

This Option may not be exercised after termination of your employment or consulting relationship, or such longer period as may be applicable upon death or disability of Optionee as provided in the Plan. In the event of the Optionee's change in status from Employee to Consultant or Consultant to Employee, this Option Agreement shall remain in effect. In no event shall this Option be exercised later than the Term/Expiration Date as provided above.

CLEARVIEW ACQUISITIONS, INC.

SHARE EMPLOYEE INCENTIVE STOCK OPTION PLAN

INCENTIVE STOCK OPTION AGREEMENT

IAN A. GARDNER

This Incentive Stock Option (the “Option”) is granted to the person named above (“Optionee”) by Clearview Acquisitions, Inc. (the “Corporation”) pursuant to the Clearview Acquisitions, Inc. Share Employee Incentive Stock Option Plan attached as Exhibit A (the “Plan”) as of this 11th day of February 2009, the date this Option was granted pursuant to the Plan (the “Date of Grant”). This Option provides you an option to purchase the number of shares of Common Stock of the Corporation at the times and on the terms set forth below. This Option is intended to qualify as an “Incentive Stock Option” within the meaning of § 422 of the Internal Revenue Code of 1986, as amended (the “Code”). However, to the extent that this Option exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option ("NSO").

1. Number of Shares and Vesting. The total number of shares of Common Stock subject to this Option is three million two hundred fifty-three thousand seven hundred forty (3,253,740) shares. Subject to the other terms of this Option, this Option shall be exercisable with respect to each installment shown below on or after the date of vesting applicable to such installment as follows:

Number of Shares (Installment)	Date of Earliest Exercise (Vesting)
1,952,244	Date of Grant
650,748	December 31, 2009
650,748	December 31, 2010

Regardless of the foregoing schedule, this Option shall become 100% vested in the event of a “Corporate Transaction,” as defined in the Plan.

2. Exercise Price. The exercise price of this Option is fifty-five cents ($0.55) per share, which is not less than the fair market value of the Common Stock on the date of grant of this Option. The exercise price per share shall be paid upon exercise of all or any part of each installment which has become exercisable by you.

3. Minimum Exercise. The minimum number of shares with respect to which this Option may be exercised at any one time is the lesser of one hundred (100) or the number of shares as to which this Option is then exercisable.

4. Assurances Upon Exercise. The Corporation may require you, or any person to whom this Option is transferred under paragraph 7 of this Option, as a condition of exercising this Option: (i) to give written assurances satisfactory to the Corporation as to such person’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Corporation who is knowledgeable and experienced in financial and business matters, and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising this Option; and (ii) to give written assurances satisfactory to the Corporation stating that such person is acquiring the Common Stock subject to this Option for such person’s own account and not with any present intention of selling or otherwise distributing the stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if: (i) the issuance of the shares of Common Stock upon the exercise of this Option has been registered under a then currently effective registration statement under the Securities Act of 1933, as amended; or (ii) as to any particular requirement, a determination is made by counsel for the Corporation that such requirement need not be met in the circumstances under the then applicable securities laws. The Corporation may, upon advice of counsel to the Corporation, place legends on stock certificates issued upon exercise of this Option as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the stock.

5. Term. The term of this Option commences on the date hereof and, unless sooner terminated as set forth below or in the Plan, terminates five (5) years from the date it was granted. This Option may terminate prior to the expiration of its term as set forth in the Plan.

6. Notice of Exercise. This Option may be exercised, to the extent specified above, by delivering written notice of exercise together with the exercise price to the Secretary of the Corporation, or to such other person as the Corporation may designate, during regular business hours, together with such additional documents as the Corporation may then require pursuant to the Plan. The notice must specify the number of shares to be purchased upon exercise and a date within 15 days after receipt of the notice by the Corporation on which the purchase is to be completed. The exercise price must be paid in cash.

7. Transferability. This Option is not transferable, except by will or by the laws of descent and distribution, and shall be exercisable during your life only by you. However, you may designate a third party who, in the event of your death, would be entitled to exercise this Option, by providing a written notice in a form satisfactory to the Secretary of the Corporation.

8. State Securities Laws. Notwithstanding the other provisions of this Option, in the event that you are or become a resident of any state other than the State of California, the Corporation may, in its reasonable discretion, determine that the registration or qualification of the shares of Common Stock covered by this Option is necessary or desirable as a condition of or in connection with the exercise of this Option. If the Corporation makes such a determination, this Option may not be exercised in whole or in part unless and until such registration or qualification shall have been effected or obtained free of any conditions not acceptable to the Corporation, in its reasonable discretion. The Corporation shall use good faith reasonable efforts to obtain or effect such registration or qualification, but is not required to obtain or effect such registration or qualification.

9. Notices. Any notices provided for in this Option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Corporation to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the address specified below or at such other address as you hereafter designate by written notice to the Secretary of the Corporation.

10. Supremacy of the Plan. This Option is subject to all the provisions of the Plan, a copy of which is attached, and its provisions are hereby made a part of this Option as though set forth in full herein. This Option is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of this Option and those of the Plan, the provisions of the Plan shall control.

11. Optionee Acknowledgments. By executing this Option, you acknowledge and agree as follows:

11.1 Although the Corporation has made a good faith attempt to qualify this Option as an “Incentive Stock Option” within the meaning of Code § 422, the Corporation does not warrant that this Option granted herein constitutes an “Incentive Stock Option” within the meaning of that section, or that the transfer of stock acquired pursuant to this Option will be treated for Federal and State Income Tax purposes as specified in Code § 421.

11.2 You shall, from time to time, notify the Secretary of the Corporation in writing of each disposition (including a sale, exchange, gift, or a transfer of legal title) of shares of Common Stock acquired pursuant to the exercise of this Option, within two (2) years after acquiring those shares. Such notification shall be in writing and shall be made within 15 days after each such disposition is made.

11.3 You understand that if, among other things, you dispose of shares of Common Stock granted to you pursuant to this Option within two years of the granting of this Option to you or within one year of the transfer of such shares to you, or you exercise this Option more than three months after termination of employment, then such shares will not qualify for the beneficial treatment which you might otherwise receive under Code §§ 421 and 422.

11.4 You further understand that upon exercise of this Option you may be subject to alternative minimum tax as a result of such exercise.

11.5 You and your transferees have no rights as a shareholder with respect to any shares of Common Stock covered by this Option until the date of the issuance of a stock certificate for such shares.

11.6 The Corporation is not providing you with advice, warranties or representations regarding any of the legal or tax effects to you with respect to this grant.

11.7 You acknowledge that you are familiar with the terms of the grant made to you under this Option and the Plan, that you have been encouraged by the Corporation to discuss the grant and the Plan with your own legal and tax advisers, and that you agree to be bound by the terms of the grant and the Plan.

12. Withholding. You acknowledge that federal and state income and payroll tax may apply upon exercise of this Option. If the Corporation determines, in its sole discretion, that withholding is required, you agree that such withholding may be accomplished with respect to the cash compensation (if any) due to you from the Corporation. If withholding pursuant to the foregoing sentence is insufficient (in the sole judgment of the Corporation) to satisfy the full withholding obligation, you agree that you will pay over to the Corporation the amount of cash or, if acceptable to the Corporation in its sole discretion, property with a value necessary to satisfy such remaining withholding obligation on the date this Option is exercised or at a time thereafter specified in writing by the Corporation.

13. Entire Agreement. This Option and the Plan constitute the entire agreement between the parties pertaining to the subject matter contained herein and they supersede all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Option shall be binding unless executed in writing by all of the parties. No waiver of any of the provisions of this Option shall be deemed or shall constitute a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

14. Governing Law. This Option shall be construed according to the laws of the State of California and federal law, as applicable. Any dispute relating to this Option shall be brought and heard only in a court of competent jurisdiction in the State of California.

Dated as of the date first written above.

	CLEARVIEW ACQUISITIONS, INC.


	By: /s/ Scott Weinbrandt

	Name: Scott Weinbrand

	Its: President

	Date: February 11, 2009

The undersigned:

(a) Acknowledges receipt of the foregoing Option, agrees to its terms and understands that all rights and liabilities with respect to this Option are set forth in this Option and the Plan; and

(b) Acknowledges that as of the date of grant of this Option, it sets forth the entire understanding between the undersigned and the Corporation and its affiliates regarding the acquisition of the Common Stock of the Corporation covered by this Option and supersedes all prior oral and written agreements on that subject.

OPTIONEE:

/s/ Ian Gardner

Ian A. Gardner

Address: XXXXXXXXXXXXXXXXX

XXXXXXXXXXXXXXXXX

Soc. Sec. #: XXXXXXXXXXXXXXXXX

Date: February 11, 2009

EXHIBIT A

OPTION PLAN

EX-99.1 3 gardner_13d-ex9901.htm JOINT FILING AGREEMENT gardner_13d-ex9901.htm

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of Clearview Acquisitions, Inc., and that this agreement be included as a Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such statement on Schedule 13D (including any and all amendments thereto), and for the accuracy and completeness of the information concerning such party contained therein. However, no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This agreement may be executed in any number of counterparts, all of which taken together shall constitute the same instrument.

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IN WITNESS WHEREOF, the parties hereto have executed this agreement as of this 20th day of February 2009.

Fidelis Charitable Remainder Trust Date: February 20, 2009 /s/ Ian Gardner Signature Ian Gardner Name/Title
Date: February 20, 2009 /s/ Ian Gardner Signature Ian Gardner Name/Title	Date: February 20, 2009 /s/ Brian Scott Gardner Signature Brian Scott Gardner Name/Title