10-Q 1 parkview_1q10.htm FORM 10-Q Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark One)
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2010
 
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 0-53491
 
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:

Title of each class
  
Name of each
Exchange on which registered
None
  
None
 
 
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.
 
Yes x
No o
 
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.
 
Yes o
No 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.:
 
Large accelerated filer
¨
Accelerated filer
¨
Non-accelerated filer
¨
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).
 
Yes o
No x
 
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.
 
Yes o
No o
 
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 April 30, 2010 was 1,581,200.
 
 
 
 
 
THE PARKVIEW GROUP, INC.
AND SUBSIDIARY
 
Table of Contents
 
 
2
 
 
 
FINANCIAL STATEMENTS
 
 
3
 
 
THE PARKVIEW GROUP, INC. AND SUBSIDIARY

MARCH 31, 2010
 
 
 
 
 
THE PARKVIEW GROUP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2010

TABLE OF CONTENTS
 
 
 
 
 
 
THE PARKVIEW GROUP, INC.
AND SUBSIDIARY
 
   
(UNAUDITED)
    
(AUDITED)
  
   
MARCH 31,
    
DECEMBER 31,
  
   
2010
    
2009
  
ASSETS
            
             
CURRENT ASSETS:
            
Cash
   $ 3,668     $ 6,243  
Accounts Receivable
     3,750       —  
                 
TOTAL CURRENT ASSETS
     7,418       6,243  
                 
PROPERTY AND EQUIPMENT – Net of Accumulated
                
Depreciation of $707 in 2010 and $622 in 2009
     989       1,074  
                 
TOTAL ASSETS
   $ 8,407     $ 7,317  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
                
                 
CURRENT LIABILITIES:
                
Accounts Payable and Accrued Expenses
   $ 4,089     $ —  
                 
SHAREHOLDERS’ EQUITY:
                
Preferred Stock - $.001 Par Value; 5,000,000 Shares Authorized; No Shares Issued and Outstanding
     —       —  
Common Stock - $.001 Par Value; 75,000,000 Shares Authorized; 516,000 Shares Issued and Outstanding in 2010; 510,400 Shares Issued and Outstanding in 2009
     516       510  
Additional Paid-In Capital
     153,944       145,550  
Accumulated (Deficit)
     (150,142 )     (138,743 )
                 
TOTAL SHAREHOLDERS’ EQUITY
     4,318       7,317  
                 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
   $ 8,407     $ 7,317  
 
See accompanying notes to financial statements.
 
 
- 1 -
 
 
THE PARKVIEW GROUP, INC.
AND SUBSIDIARY
 
   
FOR THE THREE MONTHS ENDED
  
   
MARCH 31,
    
MARCH 31,
  
   
2010
    
2009
  
             
REVENUES
   $ 3,750     $ —  
                 
GENERAL AND ADMINISTRATIVE EXPENSES
     (15,148 )     (27,138 )
                 
NET (LOSS)
   $ (11,398 )   $ (27,138 )
                 
NET (LOSS) PER SHARE:
                
Basic and Diluted
   $ (.02 )   $ (.06 )
                 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED
     511,952       473,733  
 
See accompanying notes to financial statements.
 
 
- 2 -
 
 
THE PARKVIEW GROUP, INC.
AND SUBSIDIARY
 
   
FOR THE THREE MONTHS ENDED
  
   
MARCH 31,
    
MARCH 31,
  
   
2010
    
2009
  
             
CASH FLOWS FROM OPERATING ACTIVITIES:
            
Net (Loss)
   $ (11,398 )   $ (27,138 )
Adjustments to Reconcile Net (Loss) to Net Cash (Used) by Operating Activities:
                
Depreciation
     85       85  
Changes in Operating Assets and Liabilities:
                
Accounts Receivable
     (3,750 )     —  
Accounts Payable
     4,088       8,811  
                 
NET CASH (USED) BY OPERATING ACTIVITIES
     (10,975 )     (18,242 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
                
Proceeds from Stock Issuance
     8,400       —  
                 
NET CASH PROVIDED BY FINANCING ACTIVITIES
     8,400       —  
                 
NET (DECREASE) IN CASH
     (2,575 )     (18,242 )
                 
CASH – Beginning of Period
     6,243       19,920  
                 
CASH – End of Period
   $ 3,668     $ 1,678  
                 
SUPPLEMENTAL CASH FLOW INFORMATION:
                
                 
Interest Paid
   $ —     $ —  
Taxes Paid
   $ —     $ —  
 
See accompanying notes to financial statements.
 
 
- 3 -
 
 
THE PARKVIEW GROUP, INC.
AND SUBSIDIARY
 
NOTE A -
BUSINESS AND ACCOUNTING POLICIES –
   
 
Business:
   
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.
     
   
Effective January 1, 2007, in addition to its consulting business, management decided to devote efforts to 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.
     
 
Basis of Presentation:
   
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.
     
 
Going Concern:
   
The Company has suffered losses from operations, has minimal operating revenues in the three years and three months ended March 31, 2010, 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 acceptable consulting engagements, implementing its business plan of marketing assets for financially distressed companies and raising capital through 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.
     
 
Estimates:
   
The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results may differ from the estimates and assumptions used in preparing the financial statements.
 
 
- 4 -
 
 
THE PARKVIEW GROUP, INC.
AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE A -
BUSINESS AND ACCOUNTING POLICIES – (continued) -
     
 
Property and Equipment:
   
Property and equipment is stated at cost less accumulated depreciation. Depreciation is accounted for on the straight line method based on estimated useful lives of the respective assets.
     
 
Fair Values of Financial Instruments:
   
The carrying amounts of the Company’s financial instruments at March 31, 2010 and March 31, 2009, approximate fair value.
     
 
Revenue and Expenses:
   
The Company earned revenues on consulting services contracts. The revenue was recognized when the consulting services were performed.
     
 
Income Taxes:
   
Income taxes are determined based upon income and expenses recorded for financial reporting purposes. Deferred taxes are recorded for estimated future tax effects of differences between the basis 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.
     
 
Earnings Per Share:
   
Basic earnings (loss) per share are computed by dividing income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted earnings (loss) per share are similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued. There were no potentially dilutive common shares outstanding during the periods presented.
 
 
- 5 -
 
 
THE PARKVIEW GROUP, INC.
AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE B -
INCOME TAXES –
   
 
As of March 31, 2010, the Company has a net operating loss carryforward, of approximately $127,000, which may be carried forward through 2030, 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 2013.
   
 
At March 31, 2010, deferred tax assets of approximately $19,000 relating to the potential tax benefit of future tax deductions, were offset by a valuation allowance due to the uncertainty of their recognition.
   
NOTE C -
SALE OF COMMON STOCK –
     
 
For the quarter ended March 31, 2010, the Company sold 5,600 shares of common stock for a total amount of $8,400.
     
NOTE D -
RELATED PARTY TRANSACTIONS –
   
 
Occupancy Costs:
   
Office space is being provided to the Company by one of the shareholders at no cost. The accompanying financial statements do not contain expense relating to occupancy costs.
   
NOTE E -
CONCENTRATION OF RISK –
   
 
The Company’s revenues were derived from two customers during the quarter ended March 31, 2010. The customers are also shareholders.
 
 
- 6 -
 
 
THE PARKVIEW GROUP, INC.
AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE F -
SUBSEQUENT EVENTS –
   
 
Equity Transactions:
   
On April 26, 2010, the Company’s Board of Directors approved the following actions:
 
 
●
Authorized 5,000,000 shares, $.001 par value per share preferred stock.
 
●
Increase in the number of common shares authorized to 75,000,000, $.001 par value per share.
 
●
Reverse split the common stock outstanding on the basis of 1 for 3.
 
   
All share and per share amounts have been restated to reflect the above referenced actions.
     
   
The Company sold 11,067 (post split) common shares at $1.50 per share in April, 2010.
     
 
Disclosures:
   
Management has evaluated the adequacy of financial statement disclosures subsequent to the balance sheet date through April 30, 2010.
 
 
- 7 -
 

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 formed on April 7, 1999. From its inception Parkview has been in the business of providing management consulting services to corporate clients comprised primarily of (i) analyzing and addressing the client’s management requirements, (ii) developing strategic initiatives and related industry partnerships, including providing assistance with respect to joint ventures and strategic alliances, (iii) assisting with the negotiation of contracts between the client and its suppliers and customers, (iv) analyzing the client’s present and prospective corporate organizational structure, (v) providing recommendations with respect to legal, accounting, and other professionals to be retained by the client, (vi) assessing the structure of the client’s board of directors and assisting the client in establishing audit and compensation committees, and (vii) providing advice to the client regarding the appropriate levels and forms of executive and director compensation, whenever it has been able to acquire a contract for services
 
Results of Operations
 
The Company had revenues of $3,750, and expenses of $15,148, in the three (3) month period ended March 31, 2010, as compared to no revenue and expenses of $27,137 in the comparable three (3) month period of 2009. The decrease in expenses for the First Quarter of 2010, in comparison with the First Quarter of 2009, was primarily attributable to lower legal, accounting, filing, and stock transfer expenses incurred during the quarter ended March 31, 2010.
 
 
4
 
 
Other than the current efforts of our officers to maintain existing customers and secure additional revenue producing customer relationships and engagements for its consulting services, the Company is not presently aware of any trends, events, or uncertainties that may cause its revenues to improve. There can be no assurance, moreover, that our efforts will succeed.
 
Liquidity and Capital Resources
 
During the three (3) month period ended March 31, 2010, the Company financed its operations from consulting revenues and from proceeds from private placement sales of its restricted Common Stock and from consulting revenue. As of March 31, 2010, the Company had cash in the amount of $ 3,608, and accounts receivable in the amount of $3,750. 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, however, 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 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.
 
During April 2010, the Company determined that it would be in the best interest of the Company and its stockholders to effect a reverse split of its Common Stock; increase its authorized, but unissued Common Stock; authorize the issuance of preferred stock; and remove and eliminate certain pre-emptive rights of Common Stock holders to purchase shares or securities in proportion to their holdings of Common Stock upon issuance or sale by the Company of shares of stock or other securities.
 
The Company decided to take such action in order to provide additional shares that could be issued in connection with the raising of additional equity capital or other financing activities or be issued in connection with a business relationship, combination, or other similar transaction, at a more attractive recapitalized per share trading stock price, which could attract additional potential investors within the financial community. The Company does not have any business combination or similar transaction pending, and there can be no assurance that these actions will achieve any of the desired results, or that any transaction will be effected following the completion of the reverse split, the increase in authorized shares, and the authority to issued preferred stock. None of these actions have been effected to date.  Although the Company intends to authorize the issuance of preferred stock, the Company has no plans to issue preferred stock.
 
QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not applicable
 
 
5
 

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.
 
 
LEGAL PROCEEDINGS
 
                 None
 
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
                 During this reporting period and in April, the Registrant sold an aggregate of 50,000 shares of authorized, previously unissued Common Stock for aggregate cash proceeds of $25,000 or $0.50 per pre-reverse split share. The securities were purchased by four (4) accredited investors. 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 (4) 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.
 
DEFAULTS UPON SENIOR SECURITIES
 
                 None
 
(Removed and Reserved)
   
OTHER INFORMATION
 
                None
 
 
6
 
 
EXHIBITS
 
 
Exhibit No.
  
Description
       
 
31.1
  
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
       
 
32.1
  
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.
 
 
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 5, 2010
  
By:
/s/ Richard B. Frost
   
 
Richard B. Frost, President
   
 
(Principal Executive Officer)
       
May 5, 2010
  
By:
/s/ Bert L. Gusrae
   
 
Bert L. Gusrae, Secretary, Treasurer
   
 
(Principal Financial Officer)
 
 
7