Nevada | 95-4465933 |
(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification No.)
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539 East Blackhawk Lane, Alpine, UT | 84004 |
(Address of principal executive offices) | (Zip Code) |
Exhibit Table #
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Title of Document
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Location
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3 (i)
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Articles of Incorporation
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Incorporated by reference*
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3 (i)
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Amended Articles of Incorporation
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Incorporated by reference*
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3 (i)
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Amended Articles of Incorporation
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Incorporated by reference*
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3 (ii)
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Bylaws
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Incorporated by reference*
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4
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Specimen Stock Certificate
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Incorporated by reference*
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11
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Computation of loss per share
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Notes to financial statements
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31
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Rule 13a-14(a)/15d-14a(a) Certification – CEO & CFO
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Incorporated by reference**
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32
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Section 1350 Certification – CEO & CFO
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Incorporated by reference**
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101.INS
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XBRL Instance
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101.XSD
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XBRL Schema
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101.CAL
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XBRL Calculation
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101.DEF
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XBRL Definition
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101.LAB
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XBRL Label
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101.PRE
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XBRL Presentation
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PMI Construction Group
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(Registrant)
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Dated: September 13, 2011
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By:
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/s/ Jeffrey Peterson
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Jeffrey Peterson
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Chief Executive Officer
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Principal Financial Officer
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Director
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Balance Sheets (Parenthetical) (USD $)
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Jun. 30, 2011
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Dec. 31, 2010
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Common Stock, par or stated value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 95,000,000 | 95,000,000 |
Common Stock, shares issued | 17,300,709 | 17,300,709 |
Common Stock, shares outstanding | 17,300,709 | 17,300,709 |
Preferred Stock, par or stated value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | 633 | 633 |
Preferred Stock, shares outstanding | 633 | 633 |
Statements of Operations (Unaudited) (USD $)
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3 Months Ended | 6 Months Ended | 51 Months Ended | ||
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Jun. 30, 2011
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Jun. 30, 2010
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Jun. 30, 2011
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Jun. 30, 2010
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Jun. 30, 2011
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Revenue | |||||
Operating expenses: | Â | Â | Â | Â | Â |
General and administrative | 2,679 | 10,321 | 14,074 | 11,331 | 103,763 |
Total operating expenses | 2,679 | 10,321 | 14,074 | 11,331 | 103,763 |
Loss from operations | (2,679) | (10,321) | (14,074) | (11,331) | (103,763) |
Other Income (Expense) | Â | Â | Â | Â | Â |
Interest expense | (2,130) | (1,854) | (4,151) | (3,414) | (23,562) |
Total other expenses | (2,130) | (1,854) | (4,151) | (3,414) | (23,562) |
Net Loss | $ (4,809) | $ (12,175) | $ (18,225) | $ (14,745) | $ (127,325) |
Net loss per share of common stock | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 | Â |
Net Loss fully diluted share of common stock | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 | Â |
Weighted average number of common shares | 17,300,709 | 17,300,709 | 17,300,709 | 17,300,709 | Â |
Weighted average number of fully diluted common shares | 17,300,709 | 17,301,709 | 17,300,709 | 17,300,709 | Â |
Document and Entity Information
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3 Months Ended | |
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Jun. 30, 2011
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Jul. 29, 2011
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Document and Entity Information | Â | Â |
Entity Registrant Name | PMI Construction Group | Â |
Document Type | 10-Q | Â |
Document Period End Date | Jun. 30, 2011 | |
Amendment Flag | false | Â |
Entity Central Index Key | 0001408300 | Â |
Current Fiscal Year End Date | --12-31 | Â |
Entity Common Stock, Shares Outstanding | Â | 17,300,709 |
Entity Filer Category | Smaller Reporting Company | Â |
Entity Current Reporting Status | Yes | Â |
Entity Voluntary Filers | No | Â |
Entity Well-known Seasoned Issuer | No | Â |
Document Fiscal Year Focus | 2011 | Â |
Document Fiscal Period Focus | Q2 | Â |
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Capital Stock
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3 Months Ended |
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Jun. 30, 2011
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Capital Stock | Â |
Capital Stock | Note 4: Capital Stock
Convertible Preferred Stock The Company has 633 shares of convertible preferred stock issued and outstanding with the following preferences: a) these shares are convertible into 633 shares of common stock at any time and shall be converted into common stock upon the death of the registered owner; and, b) each preferred share is entitled to twenty votes on any matter voted upon by the common stockholders.
Preferred Stock and Common Stock The Companys Board of Directors is expressly granted the authority to issue without stockholder action, the authorized shares of the Companys preferred and common stock. The Board of Directors may determine the powers, preferences, limitations, and relative rights of any class of common or preferred stock before the issuance thereof. |
Basis of Presentation and Significant Accounting Policies
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3 Months Ended |
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Jun. 30, 2011
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Basis of Presentation and Significant Accounting Policies | Â |
Basis of Presentation and Significant Accounting Policies | Note 1: Basis of Presentation
The accompanying unaudited financial statements of PMI Construction Group (the Company) were prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission. 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 condensed or omitted pursuant to such rules and regulations. Management of the Company (Management) believes that the following disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 2010 included in the Companys Form 10-K report.
These unaudited financial statements reflect all adjustments, consisting only of normal recurring adjustments that, in the opinion of Management, are necessary to present fairly the financial position and results of operations of the Company for the periods presented. Operating results for the six months ended June 30, 2011, are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.
Note 2: Summary of Significant Accounting Policies
Organization The Company was incorporated under the laws of the State of Utah on November 11, 1980 as Bullhead Exploration, Inc. On February 19, 1997 the Company changed its name and its corporate domicile was changed to the state of Nevada. The Company was a party to a Settlement and Release Agreement filed in the United States District Court for the District of Utah, Central Division, having an agreed effective date of February 17, 2004, which resulted in a change of control of the Company in August 2004. Since that time the Company has obtained loans and issued its common stock for cash, to finance its endeavors in seeking a new business venture. The Company has not generated any revenue since 2004 and is considered a development stage enterprise as defined in ASC Topic 815.
Quasi Reorganization The Company sold substantially all of its assets during 2000 and remained dormant until 2004 when it commenced to seek a new business venture. In accordance with ASC Topic 815, the Company became a development stage enterprise at that time and the stockholders of the Company approved a quasi reorganization effective as of January 1, 2004. The quasi reorganization provided for a readjustment of the Companys capital accounts and resulted in its retained deficit from prior operations being offset against its paid-in capital account in the amount of $1,928,775 and the remaining deficit of $5,064 continues to be reflected as a retained deficit. The Company also created a new equity account entitled Deficit Accumulated During the Development Stage and the results of operations have since been recorded in that account. No other accounts were affected by this readjustment and the Companys accounting is substantially similar to that of a new enterprise.
Use of Estimates The accompanying unaudited financial statements are prepared in conformity with accounting principles generally accepted in the United States of America and require that Management make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. The use of estimates and assumptions may also affect the reported amounts of expenses. Actual results could differ from those estimates or assumptions.
Net Loss and Fully Diluted Loss per Share of Common Stock The loss per share of common stock is computed by dividing the net loss during the periods presented by the weighted average number of shares outstanding during those same periods. The diluted loss per share of common stock is computed by dividing the net loss during the periods presented by the weighted average number of shares outstanding and the potential number of shares that could be outstanding during the entire period presented as a result of the conversion of preferred stock into common. At June 30, 2011, 633 shares of preferred stock are outstanding that may be converted into 633 shares of common stock. None of the present notes payable to related parties contain a conversion feature.
Income Taxes The Company has no deferred taxes arising from temporary differences between income for financial reporting and for income tax purposes. At June 30, 2011, the Company has a net operating loss carry forward of approximately $126,800 that expires if unused through 2030. The Companys utilization of any net operating loss carry forward may be unlikely as a result of its intended development stage activities. A deferred tax asset in the amount of $19,020 is fully offset by a valuation allowance in the same amount. The change in the valuation allowance was $4,620 and $3,360 for the six months ended June 30, 2011 and 2010, respectively. |
Related Party Transactions
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3 Months Ended |
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Jun. 30, 2011
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Related Party Transactions | Â |
Related Party Transactions | Note 5: Related Party Transactions
Effective September 1, 2006, a stockholder of the Company paid the Companys accounts payable in the amount of $10,317 and entered into an unsecured note payable with the Company. The terms of the note require repayment on January 31, 2008, bearing interest at 8% per annum. The stockholder has verbally agreed not to pursue the collection of the note and accrued interest in the amount of $3,989, until such time as the Company has sufficient capital to repay this amount. Total due is $14,306.
On April 20, 2007, the Company entered into an unsecured convertible note for $1,500 bearing interest at 8% per annum with a stockholder of the Company who exercised the conversion provision in March 2008. The conversion provision provided that the principal amount and all accrued interest may be converted into shares of the Companys common stock at the rate of one share for each $0.001. As a result, 1,608,160 shares of common stock were issued in March 2008.
Commencing in August 2007, the Companys former sole officer and director has from time to time entered into unsecured demand notes bearing interest at 10% per annum which, at June 30, 2011 totaled $55,000 in principal and $15,569 in interest.
During 2010, the Company entered into an unsecured convertible note for $25,000 bearing interest at 7.5% with the Companys CFO. The note shall be repaid in full at the earlier of five years from the date hereof, or the merger, reorganization or acquisition between the Company and another corporation or entity that has operations, through a lump sum payment of interest and principal.
On June 27, 2011, the Company entered into an additional unsecured convertible note for $25,000 with the Companys CFO. The note bears interest at 12% and shall be repaid in full at the earlier of five years from the date hereof, or the merger, reorganization or acquisition between the Company and another corporation or entity that has operations, through a lump sum payment of interest and principal. Accrued interest for both notes at June 30, 2011 and December 31, 2010 was $2,238 and $1,223, respectively. |
Subsequent Events
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3 Months Ended |
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Jun. 30, 2011
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Subsequent Events | Â |
Subsequent Events | Note 7: Subsequent Events
The Company has evaluated subsequent events from the balance sheet date through the date the financials were issued, and has determined there are no events that would require disclose herein. |
Going Concern
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3 Months Ended |
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Jun. 30, 2011
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Going Concern | Â |
Going Concern | Note 3: Going Concern
The Companys financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not generated any revenue since entering the development stage and is currently dependent on its sole officer/director (Executive) to provide a source of future operating capital. The Company is also dependent on the Executive serving in his capacities without compensation. The Company assumes that the Executive will continue to provide operating capital to the Company or find other individuals or entities to provide such capital. No assurance can be given that future sources of the capital will be available. A change in these circumstances would have a material adverse effect on the Companys ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
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Balance Sheets (USD $)
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Jun. 30, 2011
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Dec. 31, 2010
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Current Assets: | Â | Â |
Cash | $ 19,161 | $ 11,100 |
Prepaid Expenses | 3,250 | Â |
Total Assets | 22,411 | 11,100 |
Current Liabilities: | Â | Â |
Accounts Payable | 385 | Â |
Notes and accrued interest payable to related parties | 137,113 | 107,962 |
Total Current Liabilities | 137,498 | 107,962 |
Stockholders' Equity (Deficit) | Â | Â |
Convertible preferred stock, $0.001 par value, 5,000,000 shares authorized, 633 shares issued and outstanding | 1 | 1 |
Common stock, $0.001 par value, 95,000,000 shares authorized, 17,300,709 shares issued and outstanding | Â | 17,301 |
Retained Deficit | 17,301 | (5,064) |
Deficit accumulated during the development stage | (5,064) | (109,100) |
Total Stockholders' Equity (Deficit) | (127,325) | (96,862) |
Total Liabilities and Stockholders' Equity (Deficit) | $ (115,087) | $ 11,100 |