10-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

Amendment No.1

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008
or

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 000-53491

THE PARKVIEW GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	65-0918608
(State or other jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
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:

	Name of each
Title of each class	Exchange on which registered
None	None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.001 par value

(Title of Class)

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o      No x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes o      No x

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.

Yes o      No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.       x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act of 1934).

Yes o      No x

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 March 16, 2009 there were 117,900 shares of our Common Stock, par value $.001, held by non-affiliates.

The number of shares of the registrant’s Common Stock outstanding as of March 16, 2009 was 1,421,200.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31^st 2008 of The Parkview Group, Inc. (the “Company”) which was filed with the Securities and Exchange commission on April 10, 2009 (the “Original Filing”) is being filed to amend or include certain disclosure contained in Item 9A., Controls and Procedures. Except for the amendments to Item 9A, this Form 10-K/A does not modify or update any other disclosures in, or exhibits to, the Original Filing.

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Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

          Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Act of 1934, as amended (the “Exchange Act”), such as this annual report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Internal controls are procedures that are designed with the objective of providing reasonable assurance that (1) our transactions are properly authorized, recorded and reported: and (2) our assets are safeguarded against unauthorized or improper use, to permit the preparation of our consolidated financial statements in conformity with United States generally accepted accounting principles.

          At end of the period covered by this annual report, 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. During the period covered by this report, our Company was not subject to the reporting requirements of the Exchange Act. In connection with our registration statement on Form 10, initially filed on November 12, 2008 and amended on January 14, 2009 however, accounting work was completed, financial statements were prepared, and audits were obtained. The 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 report, that the design and operation of the Company’s disclosure controls and procedure are effective as of the date of this report.

Management’s Annual Report on Internal Control over Financial Reporting

          Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our Company (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting refers to a process designed by, or under the supervision of, our Chief Executive Officer and our Chief Financial Officer and effected by our Board and management, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America, including those policies and procedures that:

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- pertain to maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

- provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

- provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.

          Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance of the prevention or detection of misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

          This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

          Once we achieve a sufficient flow of revenues from operations, the Company expects to adopt an independent audit committee, which should enable the Company’s principal executive officers and financial officers to continue to maintain our Company current pursuant to the Exchange Act and provide our Company with enhanced design and operation of disclosure controls and procedure.

Changes in Internal Control over Financial Reporting

          There were no changes in our internal controls over financial reporting that have occurred during the first fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

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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.

		THE PARKVIEW GROUP, INC.
May 21, 2009	By:	/s/ Richard B. Frost
		Richard B. Frost, President
		(Principal Executive Officer)
May 21, 2009	By:	/s/ Bert L. Gusrae
		Bert L. Gusrae, Secretary, Treasurer
		(Principal Financial Officer)

          Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

May 21, 2009	/s/ Richard B. Frost
	Richard B. Frost, Director
May 21, 2009	/s/ Mark J. Hanna
	Mark J. Hanna, Director
May 21, 2009	/s/ Bert L. Gusrae
	Bert L. Gusrae, Director

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EX-31.1

Exhibit 31.1

CERTIFICATION

          I, Richard B. Frost, certify that:

          1.     I have reviewed this Annual Report on Form 10-K/A (Amendment No. 1) of The Parkview Group, Inc.;

          2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

          3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

          4.     The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) for the registrant and have:

                    (a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

                    (b)     Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

                    (c)     Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

          5.     The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

                    (a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

                    (b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 21, 2009	/s/ Richard B. Frost
	Richard B. Frost
	President (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

          I, Bert L. Gusrae, certify that:

          1.     I have reviewed this Annual Report on Form 10-K/A (Amendment No. 1) of The Parkview Group, Inc.;

          2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

          3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

          4.     The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) for the registrant and have:

                    (a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

                    (b)     Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

                    (C)     Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

          5.     The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

                    (a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

                    (b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 21, 2009	/s/ Bert L. Gusrae
	Bert L. Gusrae
	Treasurer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
18 U.S.C. SECTION 1350

          In connection with the Annual Report on Form 10-K/A (Amendment No. 1) of The Parkview Group, Inc. (the “Company”) for the year ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard B. Frost, President of our Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:

          1.     The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

          2.     The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of our Company.

/s/ Richard B. Frost

Richard B. Frost

President (Principal Executive Officer)

May 21, 2009

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
18 U.S.C. SECTION 1350

          In connection with the Annual Report on Form 10-K/A (Amendment No. 1) of The Parkview Group, Inc. (the “Company”) for the year ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bert L. Gusrae, Treasurer of our Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:

          1.     The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

          2.     The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of our Company.

/s/ Bert L. Gusrae

Bert L. Gusrae

Treasurer (Principal Financial Officer)

May 21, 2009

CORRESP

LAW OFFICE
of
EUGENE MICHAEL KENNEDY, P.A.
964 Southeast Ninth Avenue, Pompano Beach, Florida 33060

TELEPHONE (954) 524-4155 FACSIMILE (954) 524-4156

May 21, 2009

Tom Kluck, Esq.
Legal Branch Chief
U.S. Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549

Mail Stop 4561

Attn: Jerard Gibson, Esq.

Re:	The Parkview Group, Inc. (the “Company”);
	Amendment No. 1 to Form 10-K; File No. 000-53491
	Response to Staff Comment Letter dated May 1, 2009;
	(Received May 6, 2009).

Gentlemen:

          This is in response to the Staff’s comments related to the Company’s Form 10-K filed on April 10, 2009, and contained in the Staff’s letter addressed to Mr. Richard B. Frost dated May 1, 2009.

          The following response addresses the May 1st comment letter and reflects the Company’s Amendment No. 1 to Form 10-K filed today:

Form 10-K for the fiscal year ended December 31st 2008
Management’s Annual Report on Internal Control over Financial Reporting, page 21
	1. In responding to the disclosure requirements of Item 9A Controls and Procedures, in its original Form 10-K filing (the “Original Filing”) we overlooked Instruction 1 to paragraph (a) of Item 308T of Regulation S-K. The Original Filing was the first annual report that the Company has been required to file since filing its Registration Statement on Form 10 on November 12 2008. The Company had not been required to file an annual report for the previous fiscal year, the year ended December 31st 2007, and did not file an annual report with the Commission for the fiscal year ended December 31st 2007. In evaluating the effectiveness of the Company’s internal control over financial reporting at December 31st 2008, management did not use a formal framework such as the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control--Integrated Framework and did not secure an attestation report of its registered public accounting firm regarding the Company’s internal control over financial accounting. In keeping with these circumstances, Item 9A. Controls and Procedures of Form 10-K Amendment No. 1 to the Company’s Form 10-K filed today modifies the Company’s disclosure to indicate permissible non-compliance with paragraph (a) of Item 308T of Regulation S-K as set out in Instruction 1 thereto. The Company maintains evidential matter, including documentation, to provide reasonable support for management’s assessment of the effectiveness of the Company’s internal control over financial reporting.

          We consider the foregoing to be, in the aggregate, fully responsive to the Staff’s latest comment letter. In connection with these responses to the Staff’s comments, Parkview acknowledges that the Company is responsible for the adequacy and accuracy of the disclosure in the filing; that Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and that the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

NTI

Sincerely,
Law Office of Eugene Michael Kennedy, P.A.
Special Counsel for The Parkview Group, Inc.
	/s/ E. M. Kennedy
By:	Eugene M. Kennedy, Esq.