10-Q 1 parkview_2q10.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 June 30, 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
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).
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 August 1, 2010 was 527,090.
 
THE PARKVIEW GROUP, INC.
AND SUBSIDIARY

 
 

 
 
THE PARKVIEW GROUP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010
 
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THE PARKVIEW GROUP, INC. AND SUBSIDIARY


JUNE 30, 2010

 
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FINANCIAL STATEMENTS
 
THE PARKVIEW GROUP, INC.
AND SUBSIDIARY

    (UNAUDITED)     (AUDITED)  
   
JUNE 30,
   
DECEMBER 31,
 
   
2010
   
2009
 
ASSETS
           
             
CURRENT ASSETS:
           
Cash
  $ 3,346     $ 6,243  
                 
TOTAL CURRENT ASSETS
    3,346       6,243  
                 
 
               
PROPERTY AND EQUIPMENT – Net of Allowance for Depreciation of $791 in 2010 and $622 in 2009
    904       1,074  
                 
TOTAL ASSETS
  $ 4,250     $ 7,317   

LIABILITIES AND SHAREHOLDERS’ EQUITY
           
             
CURRENT LIABILITIES:
           
Accounts Payable and Accrued Expenses
  $     $  
                 
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; 527,090 Shares Issued and Outstanding
in 2010; 510,400 Shares Issued and Outstanding in 2009
    527       510  
Additional Paid-In Capital
    170,533       145,550  
Accumulated (Deficit)
    (166,810 )     (138,743 )
                 
TOTAL SHAREHOLDERS’ EQUITY
    4,250       7,317  
                 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
  $ 4,250     $ 7,317  
 
See accompanying notes to financial statements.

 
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THE PARKVIEW GROUP, INC.
AND SUBSIDIARY
(UNAUDITED)
 
   
FOR THE QUARTER ENDED
 
   
JUNE 30,
   
JUNE 30,
 
   
2010
   
2009
 
             
REVENUES
  $     $  
                 
GENERAL AND ADMINISTRATIVE EXPENSES
    (16,668 )     (13,190 )
                 
NET (LOSS)
  $ (16,668 )   $ (13,190 )
                 
NET (LOSS) PER SHARE:
               
    Basic and Diluted
  $ (.03 )   $ (.03 )
                 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED
    523,799        474,404   

See accompanying notes to financial statements.

 
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THE PARKVIEW GROUP, INC.
AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
   
FOR THE SIX MONTHS ENDED
 
   
JUNE 30,
   
JUNE 30,
 
   
2010
   
2009
 
             
REVENUES
  $ 3,750     $  
                 
GENERAL AND ADMINISTRATIVE EXPENSES
    (31,816 )     (40,328 )
                 
NET (LOSS)
  $ (28,066 )   $ (40,328 )
                 
NET (LOSS) PER SHARE:
               
    Basic and Diluted
  $ (.05 )   $ (.09 )
                 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED
    518,114       474,403  

See accompanying notes to financial statements.
 
6

 

THE PARKVIEW GROUP, INC.
AND SUBSIDIARY
(UNAUDITED)
 
   
FOR THE SIX MONTHS ENDED
 
   
JUNE 30,
   
JUNE 30,
 
   
2010
   
2009
 
             
CASH FLOWS FROM OPERATING ACTIVITIES:
           
    Net (Loss)
  $ (28,066 )   $ (40,328 )
    Adjustments to Reconcile Net (Loss) to Net Cash (Used) by Operating Activities:
               
             Depreciation
    169       170  
        Changes in Operating Assets and Liabilities:
               
            Accounts Payable
          12,813  
                 
                NET CASH (USED) BY OPERATING ACTIVITIES
    (27,897 )     (27,345 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
    Proceeds from Stock Issuances
    25,000       5,000  
    Shareholders’ Loans
          4,000  
                 
                NET CASH PROVIDED BY FINANCING ACTIVITIES
    25,000       9,000  
                 
NET (DECREASE) IN CASH
    (2,897 )     (18,345 )
                 
CASH – Beginning of Period
    6,243       19,920  
                 
CASH – End of Period
  $ 3,346     $ 1,575  
                 
SUPPLEMENTAL CASH FLOW INFORMATION:
               
                 
    Interest Paid
  $     $  
    Taxes Paid
  $     $  
 
See accompanying notes to financial statements.

 
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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 acquired from 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.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted from these condensed financial statements. The Company believes the disclosures presented are adequate to make the information not misleading.

These statements reflect all normal adjustments that, in the opinion of management, are necessary for fair presentation of the information contained herein. These financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes for the year ended December 31, 2009.
 
                       Going Concern:
The Company has suffered losses from operations, has minimal operating revenues in the three years and six months ended June 30, 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.
 
 
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THE PARKVIEW GROUP, INC.
AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE A  -  BUSINESS AND ACCOUNTING POLICIES – (continued) -

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.

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.

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 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.

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.
 
 
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THE PARKVIEW GROUP, INC.
AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE B  -  INCOME TAXES –

As of June 30, 2010, the Company has a net operating loss carryforward, of approximately $143,000, 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 June 30, 2010, deferred tax assets of approximately $21,000 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  - CAPITAL STOCK –

Sale of Common Stock:
During the six months ended June 30, 2010, the Company sold 16,667 shares of common stock for $25,000.

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 of preferred stock.
 
Increased 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.
 
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.

Revenues:
The Company’s revenues were derived from two shareholders during the six months ended June 30, 2010.
 
 
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THE PARKVIEW GROUP, INC.
AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



NOTE E  -  SUBSEQUENT EVENTS –

Disclosures:
Management has evaluated the adequacy of financial statement disclosures subsequent to the balance sheet date through the date of filing.
 
 
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ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Introduction
 
    The following discussion “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains forward looking statements. The words “anticipate,” “believe,” “expect,” “plan,” “intend,” “estimate,” “project,” “will,” “could,” “may” and similar expressions are intended to identify forward looking statements. Such statements reflect our current views with respect to future events and financial performance and involve risks and uncertainties. Should one or more risks or uncertainties occur, or should underlying assumptions prove incorrect, actual results may vary materially and adversely from those anticipated, believed, expected, planned, intended, estimated, projected or otherwise indicated. We caution you not to place undue reliance on these forward looking statements, which we have made as of the date of this Quarterly Report on Form 10-Q.
 
    The following is qualified by reference to, and should be read in conjunction with our unaudited financial statements (“Financial Statements”), and the Notes thereto, included elsewhere in this Form 10-Q, as well as the discussion here under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
 
Overview
 
    Parkview was 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 no revenue and expenses of $16,668, in the three (3) month period ended June 30, 2010, as compared to no revenue and expenses of  $ 13,190 in the comparable three (3) month period of 2009. The increase in expenses for the Second Quarter of 2010, in comparison with the Second Quarter of 2009, was primarily attributable to an increase in legal, accounting, filing, and stock transfer expenses incurred during the quarter ended June 30, 2010.
 
    The Company had revenues of $ 3,750, and expenses of $31,816  in the six (6) month period ended June 30, 2010, as compared to no revenue and expenses of $ 40,328 in the comparable six (6) month period in 2009. The decrease in expenses for the six (6) month period in 2010, in comparison to the six (6) month period in 2009 was primarily attributable to a decrease in legal, accounting, filing, and stock transfer expenses incurred during the initial six (6) month period of 2010.
 
 
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    The Company is not presently aware of any trends, events, or uncertainties that may impact revenues or income from continuing operations.
 
Liquidity and Capital Resources
 
    During the three (3) month period ended June 30, 2010, the Company financed its operations from existing funds and  proceeds from private placement sales of its restricted Common Stock. As of June 30, 2010, the Company had cash in the amount of $3,346. We may consider expansion through joint ventures, partnerships, strategic alliances, or in connection with a business relationship, combination or other similar transactions. 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 lack of revenue 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, or expanding through joint ventures, partnerships, strategic alliances, or in connection with a business relationship, combination or other similar transactions. There is no present assurance that we will be able to continue as a going concern.
 
ITEM 3 QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

    Not applicable
 
 ITEM 4T  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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ITEM 1
LEGAL PROCEEDINGS
 
    None

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
    On February 22, March 5, April 27, and April 29, 2010, the Registrant sold an aggregate of 16,667 shares of authorized, previously unissued Common Stock for aggregate cash proceeds of $ 25,000, or $1.50 per 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 that the purchasers were accredited investors having access to the kind of information that 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.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES
 
    None
 
(Removed and Reserved)

ITEM 5 OTHER INFORMATION
 
    On June 1, 2010, we amended our Certificate of Incorporation (a) to effect a one (1) for three (3) reverse split of our outstanding shares of Common Stock on such date; (b) to increase our total authorized capital shares to 80,000,000 shares, of which 75,000,000 shares are classified as Common Stock, par value $.001 per share, and 5,000,000 shares are classified as Preferred Stock, par value $.001 per share; and (c) to 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.

 
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ITEM  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.
     
August 6, 2010    By: /s/ Richard B. Frost 
      Richard B. Frost, President
      (Principal Executive Officer)
       
August 6, 2010    By: /s/ Bert L. Gusrae
      Bert L. Gusrae, Secretary, Treasurer
      (Principal Financial Officer)
 
 
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