0001019687-13-001313.txt : 20130412 0001019687-13-001313.hdr.sgml : 20130412 20130412162409 ACCESSION NUMBER: 0001019687-13-001313 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 20 CONFORMED PERIOD OF REPORT: 20121231 FILED AS OF DATE: 20130412 DATE AS OF CHANGE: 20130412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pivotal Group Inc. CENTRAL INDEX KEY: 0001522214 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 451876246 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54426 FILM NUMBER: 13758972 BUSINESS ADDRESS: STREET 1: 53 CAHABA LILY WAY CITY: HELENA STATE: AL ZIP: 35080 BUSINESS PHONE: 205-977-7755 MAIL ADDRESS: STREET 1: P.O. BOX 256 CITY: HELENA STATE: AL ZIP: 35080 FORMER COMPANY: FORMER CONFORMED NAME: Driftwood Acquisition Corp DATE OF NAME CHANGE: 20110601 10-K 1 pivotal_10k-123112.htm ANNUAL REPORT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(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, 2012

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

	For the transition period from ________ to __________

Commission File Number: 000-54426

PIVOTAL GROUP INC.

(Exact name of Registrant as specified in its charter)

DELAWARE		45-1876246
State or other jurisdiction of incorporation or organization		I.R.S. Employer Identification No.

53 Cahaba Lily Way, Helena, AL 35080		35080
(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number, including area code: (205) 977-7755

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.0001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Exchange Act 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. (1) Yes x No ¨ (2) Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of 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. ¨

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 ¨	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 ¨ No x

As of June 30, 2012, the aggregate market value of the registrant’s common equity held by non-affiliates was approximately $9,500 computed by reference to the price at which the common equity was last sold. For the purpose of the foregoing calculation only, all directors and executive officers of the registrant are assumed to be affiliates of the registrant. Such determination should not be deemed an admission that such officers and directors are, in fact, affiliates of the registrant.

At April 1, 2013, there were 11,950,000 shares of the registrant’s Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

TABLE OF CONTENTS

PART I	3
ITEM 1. BUSINESS	3
ITEM 1A. RISK FACTORS	12
ITEM 1B. UNRESOLVED STAFF COMMENTS	17
ITEM 2. PROPERTIES	17
ITEM 3. LEGAL PROCEEDINGS	18
ITEM 4. MINE SAFETY DISCLOSURES	18
PART II	19
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	19
ITEM 6. SELECTED FINANCIAL DATA	19
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	23
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	24
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	24
ITEM 9A. CONTROLS AND PROCEDURES	24
ITEM 9B. OTHER INFORMATION	25
PART III	25
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	25
ITEM 11. EXECUTIVE COMPENSATION	27
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	28
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	29
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	30
PART IV	31
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES	31

Throughout this report, unless otherwise designated, the terms “we,” “us,” “our,” “the Company” and “our company” refer to Pivotal Group Inc., a Delaware corporation, and its wholly-owned subsidiary, PKCCR, LLC, a Florida limited liability company, on a consolidated basis.

Forward Looking Statements

The statements contained in this report that are not historical facts are forward-looking statements that represent management’s beliefs and assumptions based on currently available information. Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, need for financing, competitive position, potential growth opportunities, potential operating performance improvements, ability to retain and recruit personnel, the effects of competition and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believes,” “intends,” “may,” “should,” “anticipates,” “expects,” “could,” “plans,” or comparable terminology or by discussions of strategy or trends. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurances that these expectations will prove to be correct. Such statements by their nature involve risks and uncertainties that could significantly affect expected results, and actual future results could differ materially from those described in such forward-looking statements.

Factors that may cause actual results to differ materially from current expectations include, but are not limited to:

	·	risks associated with the real estate industry, including competition, increases in wages, labor relations, energy and fuel costs, actual and threatened pandemics, actual and threatened terrorist attacks, and downturns in domestic and international economic and market conditions, particularly in the state of Florida;
	·	risks associated with the real estate industry, including changes in real estate and zoning laws or regulations, increases in real property taxes, rising insurance premiums, costs of compliance with environmental laws and other governmental regulations;
	·	the availability and terms of financing and capital and the general volatility of securities markets;
	·	changes in the competitive environment in the hotel industry;
	·	risks related to natural disasters;
	·	litigation; and
	·	other risk factors discussed below in this report.

Should one or more of these risks materialize (or the consequences of such a development worsen), or should the underlying assumptions prove incorrect, actual results could differ materially from those expected. We disclaim any intention or obligation to update publicly or revise such statements whether as a result of new information, future events or otherwise.

PART I

ITEM 1. BUSINESS

General

Pivotal Group Inc., a Delaware corporation (the “Company”), is a development stage company planning to construct and develop a conference center and resort in the Florida region. The Company was incorporated in the State of Delaware in April 2011, and was formerly known as Driftwood Acquisition Corporation (“Driftwood” or “Driftwood Acquisition”).

In February 2012, the Company implemented a change of control by issuing shares to new shareholders, redeeming shares of existing shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors. Prior to that, on January 30, 2012, the shareholders of the Company and its board of directors unanimously approved the change of the Company’s name from Driftwood Acquisition Corporation to Pivotal Group Inc.

On August 24, 2012, PKCCR, LLC, a Florida limited liability company, was acquired by the Company in a stock-for-stock transaction (the “Acquisition”). PKCCR, LLC was formed in December 2011 in the State of Florida and had limited operations until the time of its acquisition by the Company. Prior to the Acquisition, Driftwood had no ongoing business or operations and was established for the purpose of completing a business combination with a target company, such as PKCCR, LLC. As a result of the Acquisition, PKCCR, LLC has become a wholly owned subsidiary of the Company and the Company (as the sole current member of PKCCR, LLC) has taken over the operations and business plan of PKCCR, LLC. The purpose of the Acquisition was to facilitate and prepare the Company for a registration statement and/or public offering of securities to implement the business plan of PKCCR, LLC.

The Company is located at 53 Cahaba Lily Way Helena, Alabama 35080, and has a mailing address of P.O. Box 256, Helena, Alabama 35080. The Company’s main phone number is (205) 977-7755. The Company maintains a web site at www.pivotalgroupinc.com and the Company routinely intends to post important information on its web site.

Summary

The Company intends to construct and develop Perdido Key Conference Center and Resort (“PKCCR”), a proposed multi-use development project that would consist of 78,000 square feet of conference rooms, meeting rooms, boutique shopping, and ballroom space with approximately 250 private hotel room suites. The Company believes that PKCCR would provide a unique, resort-style experience in a pristine and scenic Gulf Coast setting, offering a high-quality fine dining, premium lodging, event planning and business meeting space in the region. Combining private hotel suite-style rooms with the ability to accommodate special events, meetings and conferences in a sophisticated and refined environment would enable PKCCR the opportunity to operate as a premier vacation, business and events destination on the Gulf Coast. The conference center as planned would be designed to host multiple meetings and groups simultaneously, enabling equal focus on business travel to drive overnight occupancy and local events to fill in occupancy gaps between major conferences. PKCCR would also have the capability to host a wide variety of event types, from lavish weddings to high-end business meetings and tradeshows.

The real estate for the project would contain approximately two acres of beachfront land and 48 acres of adjacent property on Perdido Key Drive. PKCCR would be located in Escambia County, Florida, and would enjoy close proximity to regional international airports located in Atlanta, Birmingham, New Orleans, Tallahassee and Pensacola. The location chosen by the Company (Perdido Key) to develop this property boasts easy access to Perdido Bay, the Gulf Intracoastal Waterway, Lost Key Golf Resort, Ono Island and the Pensacola Naval Air Station and Museum, outlet shopping in Gulf Shores, and the overall natural beauty of a relatively undeveloped beach setting.

The Company believes that PKCCR would take advantage of the resurgence in travel to Florida and newly developed awareness of the beauty of the Florida panhandle area. PKCCR proposes to meet this expected demand by providing a world-class, full-service luxury beachfront business and family destination in the region. PKCCR would offer its customers suite-style rooms, meeting space, entertainment and dining options for government, military, corporate, tourist, family vacationers and local audiences alike. The Company believes that PKCCR would offer a new and unique business conference, special events and vacation alternative in a growing part of the Florida panhandle.

The proposed construction by the Company to construct PKCCR would include an activity center, swimming pool facilities, common area and private beach area. All private suites would have unfettered views of the white sugar sand beaches and calm and tranquil Gulf of Mexico waters. The many beach options, natural walking paths, bike trails, water activities and nearby State parks of PKCCR would all coalesce to create a destination not commonly found in similar resort offerings. Each of these elements, combined with the varied local dining, golf, tennis, shopping and other resort activities and options, would be designed by the Company with the intent to develop a status as a highly sought-after, premier destination for all types of customers. In addition, local historical and naval attractions, dining, shopping, and outdoor activities would be easily and quickly accessible to visitors.

As disclosed in more detail below, the Company has entered into a contract to purchase the land on which PKCCR would be located.

The Company also plans to take advantage of the close proximity to the adjacent Lost Key Golf Club to provide complementary amenities to resort visitors. Lost Key is an established local business that combines golf, tennis and swimming. It provides PKCCR a partnership opportunity to co-market products for enhanced revenue generation.

History

Change of Control

The Company was incorporated in the State of Delaware in April 2011, and was formerly known as Driftwood Acquisition Corporation. In February 2012, the Company implemented a change of control by issuing shares to new shareholders, redeeming shares of existing shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors. Prior to that, on January 30, 2012, the shareholders of the Company and its board of directors unanimously approved the change of the Company’s name from Driftwood Acquisition Corporation to Pivotal Group Inc.

Acquisition

On January 30, 2012, Driftwood changed its name to Pivotal Group Inc. Thereafter, on August 24, 2012, PKCCR, LLC, a Florida limited liability company, was acquired by the Company in a transaction whereby the sole member of the limited liability company exchanged his interest in the company for shares of the Company’s common stock (the “Acquisition”). PKCCR, LLC was formed in December 2011 in the State of Florida and had limited operations until the time of its acquisition by the Company. Prior to the Acquisition, Driftwood had no ongoing business or operations and was established for the purpose of completing a business combination with a target company such as PKCCR, LLC.

The purpose of the Acquisition was to facilitate and prepare the Company for a registration statement and/or public offering of securities to fund the project. The Acquisition was effected by the Company through the exchange of all of the outstanding membership interests of PKCCR, LLC for 5,000,000 shares of common stock of the Company. All of the outstanding membership interests of PKCCR, LLC were formerly owned by its sole member P.K. “Lanny” Smartt, who also serves as an officer and director of the Company.

As a result of the Acquisition, PKCCR, LLC became a wholly owned subsidiary of the Company and the Company (as the sole current member of PKCCR, LLC) has taken over the operations and business plan of PKCCR, LLC.

Relationship with Tiber Creek Corporation

In November 2011, the Company (through Mr. Smartt) entered into an engagement agreement with Tiber Creek Corporation, a Delaware corporation (“Tiber Creek”), whereby Tiber Creek would provide assistance to the Company in effecting transactions for the Company to combine with a public reporting company, including: transferring control of such reporting company to Mr. Smartt; preparing the business combination agreement; effecting the business combination; causing the preparation and filing of forms, including a registration statement, with the Securities and Exchange Commission; assisting in making application for quotation of its securities with a quotation service; and assisting in establishing and maintaining relationships with market makers and broker-dealers.

Tiber Creek received cash fees from the Company of $125,000, which funds were loaned to the Company by Mr. Smartt. In addition, each of the Company’s then-current shareholders, Tiber Creek and MB Americus, LLC, a California limited liability company (“MB Americus”), were permitted to retain an aggregate of 500,000 shares in the Company. The engagement agreement also provided for piggyback registration rights for the shares. The engagement agreement further provides that the Company will not at any time take or allow any action (whether by reverse stock split or otherwise) which would have the effect of reducing the absolute number of Shares held by Tiber Creek and MB Americus.

In general, Tiber Creek holds interests in inactive Delaware corporations which may be used by issuers (such as the Company) to reincorporate their business in the State of Delaware and capitalize the issuer at a level and in a manner (i.e. the number of authorized shares and rights and preferences of shareholders) that is appropriate for a public company. Otherwise, these corporations, such as Driftwood Acquisition, are inactive and Tiber Creek does not conduct any business in such corporations.

James Cassidy and James McKillop (who is the sole owner of MB Americus, an affiliate of Tiber Creek) serve only as interim officers and directors of these corporations (such as Driftwood Acquisition) until such time as the changes of control in such corporations are effectuated to the ultimate registering issuers. As the role of Tiber Creek is essentially limited to preparing the corporate structure and organizing the Company for becoming a public company, the roles of Mr. Cassidy and Mr. McKillop are generally limited to facilitating such change of control and securities registration transactions.

Vacant Land Contract

In April 2012, MLD, LLC, a Delaware limited liability company (“MLD”), entered into a Vacant Land Contract (“Original Land Contract”) with WCI Communities, LLC, a Delaware limited liability company (“WCI”), regarding the purchase of several parcels of land totaling two acres of beachfront land and 48 acres of adjacent property on Perdido Key Drive. The land represents the property that would be used to construct PKCCR.

The purchase price (pursuant to the Original Land Contract of April 2012) was $15.9 million, consisting of an initial $5,000 deposit, $95,000 to be payable by a second deposit, and the remainder of $15.8 million at the closing of the transaction. The Company paid the first deposit amount. From July to December 2012, the Company paid a total of $40,000 in earnest money deposits towards the land purchase. The funds for the deposit were obtained through an advance made to PKCCR, LLC by Mr. Smartt, the sole member of PKCCR, LLC.

Effective June 22, 2012, MLD entered into a new agreement for the purchase of the land, an Agreement for the Sale and Purchase of Real Property (“New Land Contract”). Subsequently, on June 30, 2012, MLD conveyed and assigned its interests and rights in the Original Land Contract to PKCCR, LLC. The New Land Contract supersedes the previous Original Land Contract and specifies that the purchase price for the land will be $9.75 million. The $45,000 deposits made by the Company in connection with the Original Land Contract was transferred and credited toward the purchase price under the New Land Contract. In January 2013 an additional $5,000 was paid toward the purchase price. Within two business days after the expiration of the Company’s right to inspect the physical and other conditions of or with respect to the land (the “Inspection Period”), the Company is required to deliver an additional $150,000 to the seller. The balance of $9,550,000 is due upon closing which is required to be held within 30 days after the seller obtains (i) a permit to extend and modify the Army Corps of Engineers permit for the Lost Key Community (the “Permit Modification”), (ii) a transfer from the county approving the transfer of an aggregate of 250 hotel units to the portion of the property to be developed by the Company, and (iii) a height variance from the county approving a height of up to 28 stories. In the event the Permit Modification is not obtained within the designated time frame, the New Land Contract will automatically terminate. The parties have entered into the following amendments to the New Land Contact:

The first amendment dated September 20, 2012, extended the Inspection Period to November 30, 2012;

The second amendment dated November 29, 2012, MLD extended the Inspection Period to January 31, 2013;

The third amendment dated January 30, 2013, extends the Inspection Period to May 1, 2013; and

The fourth amendment dated March 29, 2013, extends the Permit Modification date to June 28, 2013.

Based upon the current status of seller’s requirements for closing and the obligation of the Company to secure funding for the remaining balance of the purchase price, management anticipates that closing could occur in July 2013. The Company has been in negotiations with a California based hedge fund for the funding of the Perdido Key project in an amount of $120 million. The Company expects to finalize and execute agreements for funding developments during the second quarter of 2013. In the event that the negotiations with the hedge fund break down, the Company will reach out to other hedge funds with whom it had previously had began discussions regarding financing.

The sole member and officer of MLD is Mr. Smartt, who is also an officer and director of the Company and the sole member and officer of PKCCR, LLC.

The Business: Destination Resorts

The Company plans to develop its business in the premium resorts sector. The magazine Meeting and Conference reports that meeting groups are becoming more resort-oriented, with attractions such as golf, tennis, outdoor activities and natural surroundings becoming more important.

The premium resorts sector is characterized by several important business segments, including: corporate and business travel; special events; tourism; and restaurants and shopping. The business is characterized by seasonality, with the peak season in Florida being from March through September.

Corporate and Business Travel: Destination resorts, such as the PKCCR, are heavily dependent upon travel by business and corporate travelers. The Company believes that the corporate and business travel market segment continues to remain strong. The Hotel Price Index, an independent entity, states that continuing strength in corporate travel, in particular, helped to push up demand and room rates across the hospitality sector in 2011. Moreover, increased hiring in industries such as government, insurance, consulting, high-tech, financial, and health care is driving the need for increased training-related meetings, which often occur at destination resorts. The ability of the Company to garner traction in this segment of the market will be a key factor in the overall success of PKCCR.

Special Events: Customers often book and use destination resorts for special events. The Company expects that such special events will be a key business driver of the PKCCR. The special events segment is comprised of conferences, tradeshows, association meetings, sports tournaments, weddings, gatherings and other events.

Tourism: Destination resorts are typically heavily frequented by tourists. The Company believes that tourism travel, including individual family travel and national and international tour groups, is expected to be a growing segment in 2013 and beyond. Multiple segments of the international market, including South America, have shown increased stability and growth in 2011. With Florida’s new Airline Grant Program committed to funding expanded international air travel, and the historical draw of Florida as a popular international tourist destination, the tourism travel segment should be a key factor in driving PKCCR’s room night occupancy at desirable room rates.

Restaurants and Shopping: Most destination resorts offer significant restaurants and shopping options. These restaurants and specialty shops also benefit from year-round patronage from both local residents and travelers to the surrounding area. The Company expects that PKCCR will enjoy the same benefits, providing revenue opportunities to the Company during Florida’s brief off-season for travel business.

The Business: Florida and Gulf Coast as a Travel Destination

Although long-known for tourism, Florida’s recent worldwide exposure during the 2010 oil spill disaster has had the unexpected effect of accelerating the state’s growth as an international travel destination. While the oil spill was a terrible tragedy that caused great loss of animal life, natural habitat, property values and income for those that make their living from the sea, it was also a catalyst for bringing out the best in people and for showcasing the resilience of the human spirit and our love for the environment. People from all cultural backgrounds and walks of life came together on Florida beaches and wetlands in a heroic effort to restore the Gulf Coast to its former beauty and splendor. The State’s successful recovery from this ecological and economic disaster emphasized America’s commitment to ecological preservation and positioned Florida at the forefront of the “green” revolution.

The Gulf Coast market consists of multiple markets and sub-markets. Perdido Key typically caters to individuals, families and business entities that desire a higher-end vacation and resort destination than what is provided by surrounding developed beach vacation properties. With Atlanta, Birmingham, New Orleans, Tallahassee and Pensacola Regional Airports in close proximity, PKCCR has the opportunity to offer both national and international business and vacation travelers a unique and memorable experience.

The Market

According to preliminary estimates released by VISIT FLORIDA, the State of Florida’s official tourism marketing corporation, an estimated 85.9 million visitors came to Florida in 2011, an increase of 4.4 percent over 2010. The year 2011 represented a record year for visitation to Florida, exceeding the previous high of 84.5 million in 2007. Direct travel-related employment in Florida also rose to a near record high of 1,013,100, adding more than 38,000 jobs and representing a 3.9 percent increase over 2010. Tourism-related spending and tax revenues in 2011 reached record highs as well, with an estimated $67.3 billion in taxable sales and $4.0 billion in sales tax revenues. These figures, which represent 7.2 percent increases over 2010, exceed the previous highs of $65.5 billion and $3.9 billion, respectively, in 2007.

On March 1, 2012, the State of Florida’s official tourism marketing corporation announced its new Airline Grant Program, which would support Destination Marketing Organizations (DMOs) within the State of Florida and stimulate the Florida economy by expanding international air service to the Sunshine State. VISIT FLORIDA will budget up to $250,000 per year through 2016 to support the program. The Airline Grant Program is the latest effort by VISIT FLORIDA to increase the State’s share of the growing international travel market.

The Associated Press recently reported a stunning post-oil-spill rebound by Panhandle beaches, which were bright spots in 2011 for a Florida tourism industry that has weathered some hard times in recent years. The $60 billion tourism industry experienced modest growth in 2011, and the Company expects the industry to continue to improve along with the nation’s economy.

The economic downturn of the past four years, combined with the devastation of the oil spill two years ago, has shown that Florida’s tourism industry possesses an undeniable staying power capable of weathering multiple economic, natural, and manmade challenges to the marketplace. The current statistics, showing not only a rise in tourism dollars overall, but a stunning rebound by Panhandle beaches, attests to a breadth of local offerings and their relative longevity as a vacation destination.

Entry of the Company into the Market

The Company will enter its market by constructing and developing PKCCR. Located on the Gulf of Mexico, PKCCR would enjoy the advantage of an area recognized worldwide for the beauty of its white sand beaches, large picturesque dunes, and relaxing family atmosphere. Perdido Key, Florida is one of the few remaining places where a high-end resort and full-service business meeting destination can be combined with the romantic, undisturbed beauty of nature.

PKCCR is located in close proximity to the Pensacola Naval Air Station. Currently, there are no local facilities available for significant gatherings, meetings and conferences of naval/governmental personnel. It is expected that approximately 33% of available meeting room space and private hotel suite space will be occupied year-round by military personnel.

Each of the chosen target markets has exhibited historical growth and stability and shows potential for continued future growth. Use of a variety of marketing strategies and activities aimed at the target markets would help ensure that PKCCR can meet or exceed its occupancy goals. PKCCR will capitalize on the close proximity of the Atlanta, Birmingham, New Orleans, Tallahassee and Pensacola Regional Airports to drive regional and international travel through promotional offerings.

Services

The Company plans to develop PKCCR into a leading multi-development property. PKCCR is expected to offer the following amenities on-site:

Meeting rooms

Ballroom space

Conference facilities

Special events planning

Hosting and catering

Private hotel suites

Restaurants

Specialty shopping

Private and public beaches

Partnership access to golf and tennis, nature trails, biking and water sports

The Company believes that offering such a comprehensive array of hospitality and service offerings will help to position PKCCR as a premier business, event and vacation destination.

Pricing

The hotel room suites are expected to be priced between approximately $120 and $280 per night, depending on the type of room, day of week, season and other relevant pricing considerations.

Competition

Currently, there are no facilities similar in nature and in close proximity to the proposed PKCCR location. Gulf Shores and Pensacola Beach primarily offer private room hotels. While Pensacola has the closest conference center/meeting room facility, the facility is in an urban setting and the Company believes cannot compete with the pristine and scenic beach setting offered by PKCCR. Additionally, the surrounding locations see significant tourism dollars from a younger demographic than will be targeted by PKCCR.

The Company believes that it will benefit from a lack of any similar offering in the region, and the desirability of beach locations for business travel, tourism, special events and gatherings. Located in an urban setting, the Pensacola Conference Center simply lacks the unique beauty and feel of a quiet, private beach destination.

In the vacation and tourism market, competition will come primarily from various condominium complexes, cottages and privately-owned homes. PKCCR will not only accommodate larger groups, but will also plan to offer a wider range of amenities and services, including room service, private beach access, fine dining and shopping as well as convenient access to golf, tennis and additional swimming facilities.

Strategic Partners and Suppliers

The Company believes that strategic partnerships will be a major component of the Company’s operating strategy. The Company hopes to work with several strategic partners in important areas of its business and operations. However, currently, the Company has no such strategic partners.

The Company would like to form a partnership with WCI Properties that will provide PKCCR customers with access to golf, tennis and additional swimming facilities adjacent to the conference center. In addition, the Company wants to partner and form various alliances with meeting and event planners. The Company may also choose to partner with Arnot management firm to handle the day-to-day management operations of PKCCR.

PKCCR plans to partner with travel agencies to help promote and schedule tour groups, align with local convention and visitors bureaus to assist in targeting new and existing business travel opportunities and work closely with meeting and event planners to attract conferences, tradeshows, association meetings, tournaments and special events.

Marketing Strategy

The Company has conducted limited advertising and marketing to date as the primary focus of the Company since inception has been to concentrate on beginning its construction and development efforts. The Company has, however, given substantial attention to constructing the marketing strategy and plans that it will use once its project enters the marketplace.

The Company eventually anticipates a significant budget and need for marketing activities. The primary focus of marketing campaigns will be designed to help the Company find new customers and to increase awareness of PKCCR and what it offers to various segments of prospective customers. A variety of marketing approaches, emphasizing the unique, natural beauty and rich history of the Florida panhandle, are expected to be used in order to attract new resort visitors and to entice previous visitors to return to the area and are listed below:

Advertising, Direct Marketing and Public Relations

Chamber of Commerce advertising and promotions

Direct mail campaigns and special offerings

Radio advertising

Proactive outreach to travel writers and influential persons

Advertisements in national/international travel publications

Highly visible promotional offerings via membership clubs

Targeted Escambia County advertising campaigns

Web (Internet) Presence

Interactive public-facing website and customer portals

Online visibility and customer relationship-building through search engine optimization and social media strategies

Listings in online directories and tourism and travel websites

Purchases of online banners and other online advertising space

Build Loyal Customer Base

Partnerships with local, regional, national and international businesses via favorable corporate and group pricing

Offer repeat customer incentives

Business partnerships

Local convention and visitors bureau involvement

Partner with third-party planners such as Helms Briscoe to drive national and international conferences, events scheduling and tourist groups

Partner with Pensacola Naval Air Station

Partner with WCI Communications

Sales Strategy

The Company expects that its sales team will work closely with the marketing team to convert prospects into new customers. The sales team will be structured to align with target markets based on territory and buying patterns. Sales goals will be focused on sleeping room occupancy, meeting room bookings and catering revenue. The sales team will be incentivized to obtain repeat business through building long-term relationships with government and commercial clients. The sales team will be structured along the following focus areas:

Third party relationships (i.e. planners such as Helms Briscoe)

Conventions, tradeshows and association sales

Corporate/group sales

Government/military

Special events

Leasing agents for specialty shops

Operations

The Company plans to acquire and manage all goods and services pertaining to the development of PKCCR. The Company expects that construction of the hotel and the conference center will use approximately 67,000 square feet for the conference center and approximately 11,000 square feet for the restaurant.

Revenues

Since its inception, PKCCR has focused its efforts on conducting market research and development, and has devoted little attention or resources to sales and marketing or generating near-term revenues and profits. The Company has no revenues to date and has not realized any profits as of yet. In order to succeed, the Company needs to develop a viable strategy to market PKCCR once it has been constructed and developed. At present, the Company has no defined strategy to earn near-term revenues and profits.

Equipment Financing

The Company has no existing equipment financing arrangements. As the Company begins to implement its construction and developments plans for PKCCR, the Company may establish such arrangements.

Intellectual Property

At present, the Company does not possess any intellectual property protection. The Company may decide in the future to pursue efforts to protect its intellectual property, trade secrets and proprietary methods and processes.

Research and Development

The Company has not to date undertaken, and does not currently plan to undertake, any material research and development activities.

Employees

The Company presently has three part-time employees, which consist of the three executive officers. At present, none of the employees/officers receive any salaries or other compensation (and no salaries or compensation have been accrued). The employees/officers will not receive any compensation until, and if, the Company raises or procures adequate capital (through operations, private financings, a primary public offering or otherwise) to pay any such compensation.

None of the Company’s employees/officers are presently employed by the Company in a full-time capacity.

The Company currently has no employees other than its officers, but it expects that it will hire additional personnel upon raising additional capital and as the Company implements its business plan.

Property

The corporate headquarters of the Company are located at 53 Cahaba Lily Way, Helena, Alabama 35080. The Company uses a mailing address of P.O. Box 256, Helena, AL 35080. The Company is currently utilizing corporate office space from a building owned by Mr. Smartt, an officer and director of the Company, which is used by Mr. Smartt for other businesses. Mr. Smartt is not presently charging the Company any rent or other lease costs associated with the rented space and any accrued rental expense would be inconsequential. There is no written agreement between Mr. Smartt and the Company regarding the lease, and the parties may terminate the lease arrangement at any time.

The Company also has an office in Florida, which is located at 13928 River Road, Suite 802, Pensacola, Florida 32507.

Subsidiaries

Currently, the Company has one subsidiary – PKCCR, LLC. The Company is the sole member of such entity.

Plan of Operation

Business Plan

The basic business plan of the Company centers on the occupancy of its hotel room suites. While the Company also expects that it would earn revenue from conferences and special events on the PKCCR premises as well as restaurants on the premises, the bulk of the Company’s revenues are expected to come from customers of the hotel rooms.

The Company plans to target an average occupancy rate of at least 60 percent.

The Company initially plans to enter selected target markets, targeting to achieve its goal of becoming a premier vacation, business and events destination by:

Offering the highest quality service and amenities available in the immediate and surrounding area;

Partnering with the Escambia County government for immediate access to a multi-million dollar advertising campaign;

Work with the local chamber of commerce to optimize return on advertising dollars spent;

Partnering with the Pensacola Naval Flight Services Training Base to provide much needed event and entertainment space;

Work with WCI Communities to book and market golf-packages and event-driven occupancy;

Partnering with existing businesses, meeting and event planners in target markets;

Capitalizing on a unique location and working to enhance and preserve the natural beauty of Perdido Key;

Maintaining and growing clientele through excellence in service, amenities and offerings; and

Effectively managing operating costs and expenses.

The Pensacola Naval Air Station (“NAS”) serves as a tourist attraction to draw potential clientele to the area. More importantly, however, is the potential for the NAS to serve as a built-in, high-volume conference and meeting facility client that could drive upwards of 30 percent occupancy in not only conference facilities but also occupied room nights. PKCCR will have the ability to build reciprocal marketing relationships with other varied attractions in the region to enhance the available amenities offered and increase sales and profit to both parties.

In order to realize its plans, the Company needs to obtain substantial capital for startup expenses, site preparation, engineering and architecture fees, permits, constructing consulting, developer’s fees, legal fees, insurance and bonding, taxes, administration and overhead, water and sewer tap fees, landscaping, dune restoration, public access improvements, road construction and improvements, contingencies, and other costs. As mentioned above, the Company is currently in negotiations with a California-based hedge fund to provide financing. Once funding is obtained, the Company expects construction to take four years.

The Company has not currently engaged architects to design or contractors to build the resort. Once the construction and development of the resort and conference center is complete, the Company plans to develop an adjoining shopping center.

Potential Revenue

The Company’s is not expected to earn any revenues until it raises adequate capital and completes the construction and development of PKCCR.

ITEM 1A. RISK FACTORS

If any of the following risks actually occur, the business, financial condition or results of operations of the Company would likely suffer. In this case, the market price of the common stock could decline, and investors may lose all or part of their investment.

Risks Related to Our Company and its Business

The Company has no revenues to date.

The Company has generated no revenues to date. To date, most of management’s time, and the Company’s limited resources have been spent in developing its business strategy, researching potential opportunities, contacting partners, exploring marketing contacts, establishing operations and management personnel and resources, preparing its business plan and model, selecting professional advisors and consultants and seeking capital for the Company.

The Company’s independent auditors have issued a report raising a substantial doubt of the Company’s ability to continue as a going concern.

In their audited financial report, the Company’s independent auditors have stated that the Company is dependent on additional debt or equity financing in order to continue operations, which conditions, among others, raise doubt about the Company’s ability to continue as a going concern.

The Company has not sold any services or products to date.

Since inception, the Company has not sold a single service or product. At present, the Company has not begun construction and development of PKCCR.

No assurance of market acceptance.

Even if the Company can successfully construct and develop PKCCR, there can be no assurance that PKCCR will have any competitive advantages. Also, there is no assurance that the market reception will be positive for PKCCR once launched.

The Company is a development-stage company with no operating history of its own and as such any prospective investor cannot assess the Company’s profitability or performance.

Because the Company is a development stage company with no operating history, it is impossible for an investor to assess the performance of the Company or to determine whether the Company will meet its projected business plan. The Company has limited financial results upon which an investor may judge its potential. As a company emerging from the development-stage, the Company may, in the future, experience under-capitalization, shortages, setbacks and many of the problems, delays and expenses encountered by any early stage business.

The Company is a development stage company and has a correspondingly small financial and accounting organization. Being a public company may strain the Company’s resources, divert management’s attention and affect its ability to attract and retain qualified officers and directors.

The Company is a development stage company with no developed finance and accounting organization and the rigorous demands of being a public company require a structured and developed finance and accounting group. As a reporting company, the Company is already subject to the reporting requirements of the Securities Exchange Act of 1934. The requirements of these laws and the rules and regulations promulgated thereunder entail significant accounting, legal and financial compliance costs which may be prohibitive to the Company as it develops its business plan, services and scope. These costs have made, and will continue to make, some activities more difficult, time consuming or costly and may place significant strain on its personnel, systems and resources.

The Securities Exchange Act requires, among other things, that companies maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain the requisite disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight are required. As a result, management’s attention may be diverted from other business concerns, which could have a material adverse effect on the development of the Company’s business, financial condition and results of operations.

These rules and regulations may also make it difficult and expensive for the Company to obtain director and officer liability insurance. If the Company is unable to obtain adequate director and officer insurance, its ability to recruit and retain qualified officers and directors, especially those directors who may be deemed independent, will be significantly curtailed.

The Company is a development-stage company and has little experience in construction and development.

The Company is a development-stage company and, although management may have extensive experience in construction and development, the Company itself has minimal history in construction and development. Furthermore, management has little experience with managing a public company. Such lack of experience may result in the Company experiencing difficulty in adequately operating and growing its business. Further, the Company may be hampered by lack of experience in addressing the issues and considerations which are common to growing companies. If the Company’s operating or management abilities consistently perform below expectations, the Company’s business is unlikely to thrive. In addition, although the Company is already a reporting company, the Company’s lack of experience may result, in spite of the successful development and commercialization of PKCCR, in difficulty in managing the operations and finances of a public company.

Reliance on third party agreements and relationships is necessary for development of the Company’s business.

The Company will need strong third party relationships and partnerships in order to develop and grow its business. The Company will be substantially dependent on these strategic partners and third party relationships. To date, the Company has not entered into any such relationships.

The Company expects to incur additional expenses and may ultimately never be profitable.

The Company is a development-stage company and has limited operations to date. The Company will need to begin generating revenue to achieve and maintain profitability. To become profitable, the Company must successfully construct, develop, market and commercialize PKCCR, a process that involves many factors that are beyond the Company’s control, including the type of competition that the Company may encounter. Ultimately, in spite of the Company’s best or reasonable efforts, the Company may never actually generate revenues or become profitable.

If the Company is unable to generate sufficient cash, it may find it necessary to curtail development and operational activities.

The Company has an extensive business plan hinged on its ability to construct, develop, market and commercialize PKCCR. If the Company is unable to construct, develop, market and/or commercialize PKCCR, then it will not be able to proceed with its business plan or successfully develop its planned operations.

The proposed operations of the Company are speculative.

The success of the proposed business plan of the Company will depend to a great extent on the operations, financial condition and management of the Company. Although the Company has a business plan and intends to execute its overall business strategy, limited operations have been conducted to date. As no revenues have been finalized or consummated as of yet, the proposed operations of the Company remain speculative.

The PKCCR project has not completed development.

The Company has not completed the construction or development of PKCCR. No assurance can be given that PKCCR can be developed successfully or that the Company’s implementation of its business strategy for PKCCR will be viable.

No formal market survey has been conducted.

No independent marketing survey has been performed to determine the potential demand for PKCCR. The Company has conducted no marketing studies regarding whether PKCCR would actually be marketable. No assurances can be given that upon marketing, sufficient customer markets and business segments at PKCCR can be developed to sustain the Company’s operations on a continued basis.

One of the Company’s officers and directors beneficially owns and will continue to own a majority of the Company’s common stock and, as a result, can exercise control over stockholder and corporate actions.

Mr. P.K. “Lanny” Smartt, an officer and director of the Company, is currently the beneficial owner of approximately 54% of the Company’s outstanding common stock. As such, he will be able to control most matters requiring approval by stockholders, including the election of directors and approval of significant corporate transactions. This concentration of ownership may also have the effect of delaying or preventing a change in control, which in turn could have a material adverse effect on the market price of the Company’s common stock or prevent stockholders from realizing a premium on their investment.

Executive officers and directors of the Company have substantial voting control of the Company, which allows them to exert substantial influence over major corporate decisions.

The Company’s executive officers and directors, in the aggregate, beneficially own approximately 79.5% of the Company’s issued and outstanding capital stock. Accordingly, the present shareholders, by virtue of their percentage share ownership and certain procedures established by the Certificate of Incorporation and by-laws of the Company for the election of its directors, may effectively control the board of directors and the policies of the Company. As a result, these stockholders will retain substantial control over matters requiring approval by the Company’s stockholders, such as (without limitation) the election of directors and approval of significant corporate transactions. This concentration of ownership may also have the effect of delaying or preventing a change in control, which in turn could have a material adverse effect on the market price of the Company’s common stock or prevent stockholders from realizing a premium on their investment.

The Company depends on its management team to manage its business effectively.

The Company’s future success is dependent in large part upon its ability to understand and develop the business plan and to attract and retain highly skilled management, operational and executive personnel. In particular, due to the relatively early stage of the Company’s business, its future success is highly dependent on its officers to provide the necessary experience and background to execute the Company’s business plan. The loss of any officer’s services could impede, particularly initially as the Company builds a record and reputation, its ability to develop its objectives and the ability to develop a successful strategy to construct, develop, market and commercialize PKCCR, and as such would negatively impact the Company’s possible overall development.

The time devoted by Company management may not be full-time.

It is not anticipated that key officers would devote themselves full-time to the business of the Company at the present time. Once the Company obtains additional financing or generates sufficient revenues and profits, officers may then become employed in a full-time capacity.

The Company does not maintain certain insurance, including errors and omissions and indemnification insurance.

The Company has limited capital and, therefore, does not currently have a policy of insurance against liabilities arising out of the negligence of its officers and directors and/or deficiencies in any of its business operations. Even assuming that the Company obtained insurance, there is no assurance that such insurance coverage would be adequate to satisfy any potential claims made against the Company, its officers and directors, or its business operations. Any such liability which might arise could be substantial and may exceed the assets of the Company. The Certificate of Incorporation and by-laws of the Company provide for indemnification of officers and directors to the fullest extent permitted under Delaware law. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons, it is the opinion of the Securities and Exchange Commission that such indemnification is against public policy, as expressed in the Act, and is therefore, unenforceable.

The Company is subject to the potential factors of market and customer changes.

The business of the Company is susceptible to rapidly changing preferences of the marketplace and its customers. The needs of customers are subject to constant change. Although the Company intends to continue to develop and improve PKCCR to meet changing customer needs of the marketplace, there can be no assurance that funds for such expenditures will be available or that the Company’s competition will not develop similar or superior capabilities or that the Company will be successful in its internal efforts. The future success of the Company will depend in part on its ability to respond effectively to rapidly changing trends, industry standards and customer requirements by adapting and improving the features and functions of PKCCR.

Risks Related to Our Common Stock

There has been no prior public market for the Company’s securities and the lack of such a market may make resale of the stock difficult.

No prior public market has existed for the Company’s securities and the Company cannot assure any investor that a market will ever develop. The Company intends to apply for quotation of its common stock on the OTC Bulletin Board and OTC Markets as soon as possible. However, the Company does not know if it will be successful in such application, how long such application will take, or, that if successful, a market for the common stock will ever develop or continue on the OTC Bulletin Board or OTC Markets. If for any reason the common stock is not quoted on the OTC Bulletin Board or OTC Markets or a public trading market does not otherwise develop, our stockholders may have difficulty selling their common stock should they desire to do so.

The Company does not intend to pay dividends to its stockholders, so investors will not receive any return on investment in the Company prior to selling their interest in it.

The Company does not project paying dividends but anticipates that it will retain future earnings for funding the Company’s growth and development. Therefore, stockholders should not expect the Company to pay dividends in the foreseeable future. As a result, stockholders will not receive any return on their investment prior to selling their shares in the Company, if and when a market for such shares develops. Furthermore, even if a market for the Company’s securities does develop, there is no guarantee that the market price for the shares would be equal to or more than the initial per share investment price paid by any stockholder. There is a possibility that the shares could lose all or a significant portion of their value from the initial price paid by our stockholders.

The Company’s stock may be considered a penny stock and any investment in the Company’s stock will be considered a high-risk investment and subject to restrictions on marketability.

If the shares commence trading, the trading price of the Company’s common stock may be below $5.00 per share. If the price of the common stock is below such level, trading in its common stock would be subject to the requirements of certain rules promulgated under the Securities Exchange Act of 1934, as amended. These rules require additional disclosure by broker-dealers in connection with any trades generally involving any non-NASDAQ equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Such rules require the delivery, before any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith, and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally institutions). For these types of transactions, the broker-dealer must determine the suitability of the penny stock for the purchaser and receive the purchaser’s written consent to the transactions before sale. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in the Company’s common stock which could impact the liquidity of the Company’s common stock.

The Company has authorized the issuance of preferred stock with certain preferences.

The board of directors of the Company is authorized to issue up to 20,000,000 shares of $0.0001 par value preferred stock. The board of directors has the power to establish the dividend rates, liquidation preferences, and voting rights of any series of preferred stock, and these rights may be superior to the rights of holders of the Shares. The board of directors may also establish redemption and conversion terms and privileges with respect to any shares of preferred stock. Any such preferences may operate to the detriment of the rights of the holders of the Shares, and further, could be used by the board of directors as a device to prevent a change in control of the Company. No such preferred shares or preferences have been issued to date, but such shares or preferences may be issued at a later time, subject to the sole discretion of the board of directors.

Risks Related to the Real Estate Development Industry

The Company may face significant competition from companies that serve its industries.

The Company may face competition from other companies that offer similar products and services. Some of these potential competitors may have longer operating histories, greater brand recognition, larger client bases and significantly greater financial, technical and marketing resources than the Company possesses. These advantages may enable such competitors to respond more quickly to new or emerging trends and changes in customer preferences. These advantages may also allow them to engage in more extensive market research and development, undertake extensive far-reaching marketing campaigns, adopt more aggressive pricing policies and make more attractive offers to potential customers, employees and strategic partners. The Company believes that its current and anticipated solutions are, and will be, sufficiently different from existing competition, and that there is limited to no competition in its local area. However, it is nevertheless possible that potential competitors may have or may rapidly acquire significant market share. Increased competition may result in price reductions, reduced gross margin and loss of market share. The Company may not be able to compete successfully, and competitive pressures may adversely affect its business, results of operations and financial condition.

The Company may be subject to increasing environmental and regulatory restrictions and developments, which may result in increased costs, lower revenue and profits and/or difficulty in conducting business.

Current, or future, environmental regulations may affect the availability or cost of goods and services, such as natural resources, which are necessary to operate the Company’s business. Any violation of these laws could adversely affect the Company and its business. The Company’s operations may necessitate the use and handling of hazardous materials and, as a result, they may be subject to various federal, state, local and foreign laws, regulations and ordinances relating to the protection of the environment, including (without limitation) those regulations governing discharges to air and water, handling and disposal practices for solid and hazardous wastes, the cleanup of contaminated sites and the maintenance of a safe work place. These laws impose penalties, fines and other sanctions for noncompliance and liability for response costs, property damages and personal injury resulting from past and current spills, disposals or other releases of, or exposure to, hazardous materials. The Company could incur substantial costs as a result of noncompliance with or liability for cleanup or other costs or damages under these laws. The Company may become subject to more stringent environmental laws in the future. If more stringent environmental laws are enacted in the future, these laws could have a material adverse effect on the business, financial condition and results of operations of the Company.

Government regulation could negatively impact the business.

The Company’s business segments may be subject to various government regulations in the jurisdictions in which they operate. Due to the potential wide scope of the Company’s operations, the Company could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. The Company’s operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

The first amendment dated September 20, 2012, extended the Inspection Period to November 30, 2012;

The second amendment dated November 29, 2012, MLD extended the Inspection Period to January 31, 2013;

The third amendment dated January 30, 2013, extends the Inspection Period to May 1, 2013; and

The fourth amendment dated March 29, 2013, extends the Permit Modification date to June 28, 2013.

The sole member and officer of MLD is Mr. Smartt, who is also an officer and director of the Company and the sole member and officer of PKCCR, LLC.

The corporate headquarters of the Company are located at 53 Cahaba Lily Way, Helena, Alabama 35080. The Company uses a mailing address of P.O. Box 256, Helena, AL 35080. The Company is currently leasing its corporate office space from a building owned by Mr. Smartt, who is an officer and director of the Company. Mr. Smartt is not presently charging the Company any rent or other lease costs associated with the rented space. There is no written agreement between Mr. Smartt and the Company regarding the lease, and the parties may terminate the lease arrangement at any time.

The Company also has an office in Florida, which is located at 13928 River Road, Suite 802, Pensacola, Florida 32507.

ITEM 3. LEGAL PROCEEDINGS

Our company is not a party to any legal proceedings reportable pursuant to this item.

ITEM 4. MINE SAFETY DISCLOSURES

Disclosure under this item is not applicable to the Company.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

There is currently no public market for our common stock and it is not currently quoted or traded on any established public trading market. Although no application has been made to obtain quotation of the Company’s common stock, the Company anticipates an application will be made during 2013.

Holders

At April 1, 2013, we had approximately 51 record holders of our common stock. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. We have appointed Globex Transfer, LLC of Deltona, Florida, to act as the transfer agent of our common stock.

Dividends

The Company has not paid any dividends to date. The Company intends to employ all available funds for the growth and development of its business, and accordingly, does not intend to declare or pay any dividends in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

There are no current plans to pay or distribute any cash or non-cash bonus compensation to officers of the Company, until such time as the Company is profitable, experiences positive cash flow or obtains additional financing. However, the board of directors may allocate salaries and benefits to the officers in its sole discretion. No officer is subject to a compensation plan or arrangement that results from his or her resignation, retirement, or any other termination of employment with the Company or from a change in control of the company or a change in his or her responsibilities following a change in control. The members of the board of directors may receive, if the board of directors so decides, a fixed fee and reimbursement of expenses, for attendance at each regular or special meeting of the board of directors, although no such program has been adopted to date. The Company currently has no retirement, pension, or profit-sharing plan covering its officers and directors; however, the Company plans to implement certain such benefits after sufficient funds are realized or raised by the Company.

Unregistered Sales of Equity Securities

There were no equity securities sold by the Company during the year ended December 31, 2012, without registration under the Securities Act that have not been previously reported.

Purchases of Equity Securities

The Company did not make any purchases of our outstanding common stock during the fourth quarter of 2012.

ITEM 6. SELECTED FINANCIAL DATA

As a smaller reporting company, the Company has elected not to provide the disclosure required by this item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our consolidated financial statements and related notes thereto as filed with this report.

Forward-Looking Statements

The statements contained herein that are not historical facts are forward-looking statements that represent management’s beliefs and assumptions based on currently available information. Forward-looking statements include the information concerning our current and future operations, business strategies, need for financing, competitive position, ability to retain and recruit personnel, and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believes,” “intends,” “may,” “should,” “anticipates,” “expects,” “could,” “plans,” or comparable terminology or by discussions of strategy or trends. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, the Company cannot give any assurances that these expectations will prove to be correct. Such statements by their nature involve risks and uncertainties that could significantly affect expected results, and actual future results could differ materially from those described in such forward-looking statements.

Overview

On August 24, 2012, the Company entered into a Stock Exchange Agreement with PKCCR, LLC to acquire PKCCR, LLC in a stock-for-stock transaction (the “Acquisition”). The Acquisition was effected by Pivotal through the exchange of all of the outstanding membership interests of PKCCR, LLC for 5,000,000 shares of common stock of Pivotal. All of the outstanding membership interests of PKCCR, LLC were formerly owned by its sole member, Lanny Smartt, who also serves as an officer and director of the Company. Upon completion of the transaction, the primary shareholder of PKCCR, LLC became the controlling shareholder of the Company, thus the acquisition was accounted for as a reverse merger for accounting purposes. As a result of the Acquisition, PKCCR, LLC has become a wholly owned subsidiary of the Company and the Company (as the sole current member of PKCCR, LLC) has taken over the operations and business plan of PKCCR, LLC.

As of December 31, 2012, the Company had not generated revenues and had no income or cash flows from operations since inception and had accumulated a deficit of $334,257 and a net loss of $334,257 for the fiscal year ended December 31, 2012.

PKCCR, LLC has entered into a contract to acquire land for the Company’s planned development of Perdido Key conference center and resort and intends to manage all goods and services pertaining to this project. The Company plans to partner with travel agencies to help promote and schedule tour groups, align with local convention and visitors bureaus to assist in targeting new and existing business travel opportunities and work closely with meeting and event planners to attract conferences, tradeshows, association meetings, tournaments and special events.

The Company has no operations nor does it currently engage in any business activities generating revenues. The Company’s independent auditors have issued a report raising substantial doubt about the Company’s ability to continue as a going concern. At present, the Company has no operations and the continuation of the Company as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for the combination with a target company.

Management plans to use their personal funds to pay all expenses incurred by the Company in 2012 and beyond. There is no assurance that the Company will ever be profitable. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Background

The Company was incorporated on April 20, 2011, under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions.

The Company has been in the developmental stage since inception and its operations to date have been limited to filing a registration statement and issuing shares of its common stock to the original shareholders and to the subsequent shareholders to whom control of PKCCR, LLC was transferred. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.

The Company registered its common stock on a Form 10 registration statement filed pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 12(g) thereof. The Company files with the Securities and Exchange Commission periodic and current reports under Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-Q and annual reports Form 10-K.

The Company has also filed a Form S-1 registration statement pursuant to the Securities Exchange Act of 1934 to register 950,000 shares of the Company’s common stock to be sold at $1.00 per share. The shares being offered are currently held by officers and directors of the Company as well as 45 individual selling shareholders.

Going forward, the Company estimates that it will need to raise approximately $20,000,000 in capital to complete its development of the Perdido Key conference center. It is anticipated that any securities issued in connection with raising these funds will be from a combination of both public and private placement equity offerings as well as through potential debt financing. Any private placement equity offering would be made in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. The issuance of additional securities and their potential sale into any trading market which may develop in the Company’s securities may depress the market value of the Company’s securities in the future if such a market develops, of which there is no assurance.

Critical Accounting Policies and Estimates

The selection and application of accounting policies is an important process that has developed as our business activities have evolved and as the accounting rules have changed. Accounting rules generally do not involve a selection among alternatives, but involve an implementation and interpretation of existing rules, and the use of judgment, to the specific set of circumstances existing in our business. Discussed below are the accounting policies that we believe are critical to our financial statements due to the degree of uncertainty regarding the estimates or assumptions involved and the magnitude of the asset, liability, revenue or expense being reported. See Note 3 to our audited financial statements included in this annual report on Form 10-K for the year ended December 31, 2012, for a discussion of those policies.

Going Concern – This discussion and analysis of our financial condition and results of operations is based upon financial statements that have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements. We have based our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results, however, may differ from these estimates under different assumptions or conditions.

Since inception of the development stage, the Company has not generated any revenue and its financial position is not sufficient to fund its planned business objective for an extended period of time. The Company is dependent on the sale of equity or debt securities in the next twelve months in order to obtain the requisite capital to continue to pursue its business objectives. If the Company is not able to obtain additional capital through the sale of equity or debt securities, it will not be able to commence its planned commercial real estate development.

The Company’s financial statements have been prepared on a going concern basis which contemplates the realization of assets and the liquidation of liabilities in the ordinary course of business. The Company has incurred substantial losses from operations, has negative working capital, and has negative cash flows from operating activities, which raise substantial doubt about the Company’s ability to continue as a going concern. The Company sustained a net loss for the year ended December 31, 2012 of $334,257 and a net loss for the year ended December 31, 2011 of $0 and has an accumulated deficit of $334,257, as of December 31, 2012.

Use of Estimates - The preparation of financial statements, in conformity with US GAAP, requires management to make judgments, estimates, and assumptions that could affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company based its estimates and assumptions on historical experience and on various other assumptions we believed to be applicable, and evaluated them on an on-going basis to ensure they remain reasonable under current conditions. Actual results could differ significantly from those estimates.

Contributed Services - In the event that the Company lacks the cash resources to compensate its management team, management may elect to contribute the estimated fair value of those services to additional paid in capital. During the year ended December 31, 2012, management elected to not be compensated for the time they worked helping the Company to get started and to raise capital. Management estimated that the value of the services contributed in 2012 was $187,500 for 2012. The Company did not record any value for services contributed in 2011 as the Company was only in operation for 12 days and the estimated fair value of the services contributed was De minimis.

Fair Value of Financial Instruments - The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).

The three levels of the fair value hierarchy are as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 inputs are unobservable inputs for the asset or liability.

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

Results of Operations

As of December 31, 2012, the Company had not generated revenues and had no income or cash flows from operations since inception and had an accumulated deficit of $334,257. The Company has no operations nor does it currently engage in any business activities generating revenues. Expenses incurred by the Company related to Delaware state fees and legal and accounting fees as required in connection with completing the reverse merger between the Company and PKCCR, LLC and for preparing the necessary financial statements and other information for the Company’s public filings with the Securities and Exchange Commission, as well as the fair value of services contributed by management for which they received no compensation.

Liquidity and Capital Resources

As of December 31, 2012, the Company had $55,100 in cash and negative working capital of $145,634. As of December 31, 2012, the Company had total liabilities of $272,234. As of December 31, 2012, the Company’s total assets were $126,600 consisting of cash, prepaid expenses and escrowed cash deposits. The Company received $162,902 from related party advances, $100,000 deposit from a potential investor, and $4,225 in cash in connection with the reverse merger transaction that occurred on August 24, 2012.

The Company has entered into a contract to acquire land to build the Perdido Key Conference Center. Management possesses significant experience and expertise in commercial real estate development. Management is currently working to obtain the financing necessary to purchase the land and construct its resort facilities. The purchase price of the land is $9.75 million, of which we have paid $50,000 as a deposit. Upon completion of a designated inspection period, which is required to be completed on or before May 1, 2013, an additional $150,000 is required to be paid to the seller. Closing is required to be held within 30 days following the obtaining by the seller of certain variances or clearances. If an extension of the permit from the Army Corps of Engineers is not obtained on or before June 28, 2013, the contract to purchase the land will automatically terminate.

The Company has entered into preliminary negotiations to develop an additional property in D’Iberville Mississippi on which management intends to build and develop another hotel and casino. The hotel is contemplated to be approximately 300 rooms and will include a gaming floor that is approximately 75,000 square feet. The Company plans to acquire all the rights to develop this property during the second quarter of 2013.

The Company has been in negotiations with a California based hedge fund for the funding of the Perdido Key project in the amount of $120 million. Additionally, the Company has been negotiating a debt service for the D’Iberville project in the amount of $174 million. Although no formal letters of intent have been entered into, the Company expects to finalize and execute agreements for funding both developments during the second quarter of 2013.

The Company has also been negotiating with architectural and design firms as well as general contractors to work on the Perdido and D’Iberville projects. The Company expects to contract for these services during the second quarter of 2013.

Management anticipates that we will be dependent, for the near future, on additional capital to fund operating expenses and anticipated growth. The report of the Company’s independent registered public accounting firm for the year ended December 31, 2012, expressed substantial doubt about the Company’s ability to continue as a going concern. The Company’s operating losses have been funded primarily through shareholder advances and other borrowings. We will need additional funding in the future in order to continue our business operations. While we continually look for additional financing sources, in the current economic environment, the procurement of outside funding is extremely difficult and there can be no assurance that such financing will be available, or, if available, that such financing will be at a price that will be acceptable to us. Failure to generate sufficient revenue or raise additional capital would have an adverse impact on our ability to achieve our longer-term business objectives, and would adversely affect our ability to continue operating as a going concern.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is deemed by our management to be material to investors.

Recent Accounting Policies

The recent material accounting policies that may be the most critical to understanding of the financial results and conditions are discussed in the financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we have elected not to provide the disclosure required by this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary data required by this item are included following the signature page of this report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Disclosure in response to this item is incorporated herein by reference to Item 4.01 of Form 8-K dated February 27, 2013, and filed with the Commission on March 5, 2013.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our principal executive officer, Malcolm Duane Lewis, and our principal financial and accounting officer, P.K. Smartt, have concluded, based on their evaluation, as of the end of the period covered by this report, that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are (1) effective to ensure that material information required to be disclosed by us in reports filed or submitted by us under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and (2) designed to ensure that material information required to be disclosed by us in such reports is accumulated, organized and communicated to our management, including our principal executive officer and principal financial officer, as appropriated, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed our internal control over financial reporting as of December 31, 2012, the end of our fiscal year. Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

Based on our assessment, management has concluded that our internal control over financial reporting was effective, as of the end of the fiscal year, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

No events are reportable pursuant to this item.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth as of April 1, 2013, the name and ages of, and position or positions held by, the Company’s executive officers and directors, the employment background of these persons, and any directorships held by the current directors during the last five years. The board of directors believes that all the directors named below are highly qualified and have the skills and experience required for effective service on the board of directors. The directors’ individual biographies below contain information about their experience, qualifications and skills that led the board of directors to nominate them.

Name	Age	Positions	Director Since	Employment Background
Malcolm Duane Lewis	70	Director & President	2012	Mr. Lewis serves as President and a director of the Company. Mr. Lewis graduated from The University of Alabama in 1961 with a degree in Accounting. From 1963 to 1983, Mr. Lewis worked at Polar Meats and Lockers, Bessemer, Alabama, the family meat business, serving as its partner and manager. From 1978 to 1984 Mr. Lewis served as an elected member of the Alabama House of Representatives. From 1983 to 1993, Mr. Lewis worked in commercial real estate with C.F. Halstead Developers, Montgomery, Alabama and Polar-BEK and Baker, Birmingham, Alabama. In 1993, Mr. Lewis started Lewis Enterprises, Inc., and has since then developed commercial real estate and served as a consultant to various entities, including Homart Community Centers, Inc., Chicago, Illinois, Wal-Mart Stores, Target, Books-A-Million, Lowes, and other large commercial chain stores. Mr. Lewis has been the developer of over 30 shopping centers and commercial multi-use projects.

Tom Moore	56	Director & Vice President	2012	Mr. Moore serves as the Vice President and a director of the Company. Mr. Moore received his Master’s Degree in Education from William Carey College in 1997. From 1992 to 1995, Mr. Moore was an educational instructor at Memorial Children’s Hospital, a facility that provides services to children with emotional disabilities. From 1995 through 1997, Mr. Moore was the Recreation Specialist for the City of Biloxi. From 1997 to 2010, Mr. Moore has been the Director of the Boys and Girls Club, New Hope Program, Gulf Coast. The New Hope Program is designed to provide services to children who exhibit physical, emotional and behavioral disabilities. The New Hope Program provides services to 48 schools in South Mississippi. Mr. Moore oversaw these programs including supervision of all employees, funding all programs through contractual services, federal grants and community fundraisers and implementing strategic planning for the New Hope Program, Gulf Coast. Mr. Moore has been instrumental in the formation and development of the Mississippi Centers for Autism and serves as a founding member of the board of directors of the Mississippi Mental Health Collaboration Association.

Name

Age

Positions

Director

Since

Employment Background

P.K. “Lanny” Smartt

Director, Secretary & Treasurer

2012

Mr. Smartt serves as Secretary, Treasurer and a director of the Company. Mr. Smartt received his J.D. degree from the Samford University’s Cumberland School of Law in 1998. Since 1998, Mr. Smartt has practiced law specializing in the areas of financial and commercial real estate development. Since 2000, Mr. Smartt has worked as a developer on numerous real estate projects ranging from single family residential lots and residences low and high rise condominiums, office, retail and student housing. Mr. Smartt serves as a consultant to private, commercial and governmental interests on development feasibility, operations and sustainability. He has consulted on over 160 projects throughout the United States. In 2006, Mr. Smartt was named to the President’ Leadership Council and recently coordinated multi-state relief efforts following the devastating tornadoes of 2011 in the South.

There are no family relationships between any director and executive officer of the Company.

Involvement in Certain Legal Proceedings

During the past ten years there have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any of the Company’s directors or executive officers, and none of the Company’s executive officers or directors has been involved in any judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business entity, any judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws or regulations, and any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.

Section 16(a) Beneficial Ownership Reporting Compliance

The following table identifies each person who, at any time during the fiscal year ended December 31, 2012, was a director, officer, or beneficial owner of more than 10% of the Company’s common stock that failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during the most recent fiscal year:

			Number of
			Transactions Not
	Number of Late		Reported on a		Reports Not
Name	Reports		Timely Basis		Filed
James K. McKillop		1		1		1
James M. Cassidy		1		1		1
Tiber Creek Corp.		1		1		1
Malcolm Duane Lewis		2		1		1¹
Tom Moore		2		1		1¹
P.K. “Lanny” Smartt		3		2		2¹
Robert Ritch		2		1		1¹

¹ The transaction or transactions not reported on a timely basis were reported in the party’s Annual Statement of Beneficial Ownership of Securities on Form 5 filed for the year ended December 31, 2012.

Code of Ethics

The Company has not at this time adopted a Code of Ethics pursuant to rules described in Regulation S-K. The Company has no significant operations and does not receive any revenues. The adoption of Code of Ethics at this time would not serve the primary purpose of such a code to provide a manner of conduct as the development, execution and enforcement of such a code would be by the same persons and only those persons to whom such code applied.

Committees and Corporate Governance

The board of directors has not established any committees. For reasons similar to those described above, the Company does not have a nominating or an audit committee. At such time that the Company has additional shareholders, a larger board of directors, and commences significant activities, the Company will propose creating committees of its board of directors, including both a nominating and an audit committee. There are no established processes by which shareholders to the Company can nominate members to the Company’s board of directors. Similarly, however, at such time as the Company has more shareholders and an expanded board of directors, the management of the Company may review and implement, as necessary, procedures for shareholder nomination of members to the Company’s board of directors.

Nominating Procedures

We do not have a standing nominating committee; recommendations for candidates to stand for election as directors are made by the board of directors. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

Shareholder Communications

The Company encourages stockholder communications to our board of directors and/or individual directors. Stockholders who wish to communicate with our board of directors or an individual director should send their communications to the care of P.K. Smartt, Secretary, 53 Cahaba Lily Way, Helena, AL 35080.

ITEM 11. EXECUTIVE COMPENSATION

Executive Compensation Summary

During the years ended December 31, 2012 and 2011, the Company did not pay any compensation to, and no compensation was earned by, any officer and during the year ended December 31, 2012, and no compensation was paid to or earned by any director of the Company during such year.

Equity Awards

There were no unexercised options; stock that has not vested; and equity incentive plan awards for each named executive officer outstanding as of the end of the smaller fiscal year ended December 31, 2012.

Employment Agreements

The Company has not entered into employment agreements with any of its employees or officers.

Anticipated Officer and Director Remuneration

The Company has not to date paid any compensation to any officer or director. The Company intends to pay annual salaries to all its officers and will pay an annual stipend to its directors when, and if, it completes a primary public offering for the sale of securities and/or the Company reaches profitability, experiences positive cash flow and/or obtains additional funding. At such time, the Company anticipates offering cash and non-cash compensation to officers and directors. In addition, although not presently offered, the Company anticipates that its officers and directors will be provided with a group health, vision and dental insurance program at subsidizes rates, or at the sole expense of the Company, as may be determined on a case-by-case basis by the Company in its sole discretion. In addition, the Company plans to offer 401(k) matching funds as a retirement benefit, paid vacation days and paid holidays.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information furnished by current management and others, concerning the ownership of our common stock as of April 1, 2013, of (i) each person who is known to us to be the beneficial owner of more than 5 percent of our common stock, without regard to any limitations on conversion or exercise of convertible securities or warrants; (ii) each director and named executive officer; and (iii) directors and executive officers as a group:

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership¹	Percent of Class²
Malcolm Duane Lewis 53 Cahaba Lily Way Helena, AL 35080	1,500,000	12.6%

Tom Moore 53 Cahaba Lily Way Helena, AL 35080	1,500,000	12.6%

P.K. “Lanny” Smartt 53 Cahaba Lily Way Helena, AL 35080	6,500,000	54.4%

James M. Cassidy³ 215 Aploena Ave. Newport Beach, CA 92662	250,000	2.1%

Named Executive Officers and Directors as a Group (4 persons)	9,750,000	81.6%

Robert Ritch 1616 Westgate Circle, Suite 311 Brentwood, TN 37027	1,500,000	12.6%

¹ Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants, or other conversion privileges currently exercisable or convertible, or exercisable or convertible within 60 days of April 1, 2013, are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person.

² Percentage based on 11,950,000 shares of common stock outstanding as of April 1, 2013.

³ Mr. Cassidy was the President of the Company from its inception through February 1, 2012. The information for the shares beneficially owned by Mr. Cassidy was obtained from the report on Form 5 filed by him with the Commission on July 31, 2012. These shares are held in the name of Tiber Creek Corporation, of which Mr. Cassidy is the sole owner and director.

Change of Control

There are no arrangements, known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

James M. Cassidy, a partner in the law firm which acts as counsel to the Company, is the sole owner and director of Tiber Creek Corporation which owns 250,000 shares of the Company’s common stock. Tiber Creek has received consulting fees of $125,000 to date from the Company. Tiber Creek and its affiliate, MB Americus LLC, a California limited liability company, each currently holds 250,000 shares in the Company.

James M. Cassidy and James McKillop, who is the sole officer and owner of MB Americus, LLC, were both formerly officers and directors of the Company. As the organizers and developers of the Company, Mr. Cassidy and Mr. McKillop were involved with the Company prior to the Acquisition. In particular, Mr. Cassidy provided services to the Company without charge, including preparation and filing of the charter corporate documents and preparation of the registration statement.

The Company is currently leasing its corporate office space from a building owned by Mr. Smartt, who is an officer and director of the Company. Mr. Smartt is not presently charging the Company any rent or other lease costs associated with the rented space. There is no written agreement between Mr. Smartt and the Company regarding the lease, and the parties may terminate the lease arrangement at any time.

From time to time, the Company receives advances from stockholders in the form of cash and/or out-of-pocket expenditures for the benefit of the Company. Through December 31, 2012, Mr. Smartt had advanced $162,902 to the Company for operating expenses. These advances are due and payable on demand. Mr. Smartt is an officer and director, as well as the controlling shareholder, of the Company.

The first amendment dated September 20, 2012, extended the Inspection Period to November 30, 2012;

The second amendment dated November 29, 2012, MLD extended the Inspection Period to January 31, 2013;

The third amendment dated January 30, 2013, extends the Inspection Period to May 1, 2013; and

The fourth amendment dated March 29, 2013, extends the Permit Modification date to June 28, 2013.

The sole member and officer of MLD is Mr. Smartt, who is also an officer and director of the Company and the sole member and officer of PKCCR, LLC.

On August 24, 2012, the Company acquired PKCCR, LLC in a stock-for-stock transaction (the “Acquisition”). PKCCR, LLC was formed in December 2011 in the State of Florida and had limited operations until the time of its acquisition by the Company. The Acquisition was effected by the Company through the exchange of all of the outstanding membership interests of PKCCR, LLC for 5,000,000 shares of common stock of the Company. All of the outstanding membership interests of PKCCR, LLC were formerly owned by its sole member P.K. “Lanny” Smartt, who also serves as an officer and director of the Company.

Director Independence

We have adopted the definition of independent director provided in Rule 4200 of The NASDAQ Stock Market, which excludes a person who is an executive officer or employee of a company. The Company’s board of directors has reviewed the materiality of any relationship that each of the directors has with the Company, either directly or indirectly. Based on this review, the board of directors has determined that there are no independent directors.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Fees Paid

Anton & Chia LLP (“Anton & Chia”), served as our accounting firm for the year ended December 31, 2011. On February 27, 2013, our Board of Directors dismissed Anton & Chia as our independent accountant and engaged Haynie & Company as our new independent accountants for the year ended December 31, 2012. The following fees were paid to our independent registered public accounting firm for services rendered during our last two fiscal years:

Audit Fees

The aggregate fees billed for professional services rendered by our principal accountant for the audit of our annual financial statements, review of financial statements included in the quarterly reports and other fees that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal year ended December 31, 2012 were $16,260 for 2012 and $750 for 2011.

Audit-Related Fees

There were no fees billed for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of the financial statements, other than those previously reported above, for the fiscal years ended December 31, 2012 and 2011.

Tax Fees

We paid $0 to our auditors for tax related work in 2012 and 2011.

All Other Fees

During 2012, the Company paid $4,277 to Anton Chia in connection with filing an S-1 registrations statement. There were no other fees billed for products or services provided by the principal accountant, other than those previously reported above, for the fiscal years ended December 31, 2012 and 2011.

Audit Committee

The Company does not currently have an audit committee serving and as a result its board of directors performs the duties of an audit committee. The board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. The Company does not rely on pre-approval policies and procedures.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Financial Statements

The following financial statements are filed with this report:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2012 and 2011

Consolidated Statements of Operations for the Years Ended December 31, 2012 and 2011, and for the Cumulative Period from December 19, 2011 (inception) through December 31, 2012

Consolidated Statements of Stockholders’ Deficit for the Cumulative Period from December 31, 2011 (inception) through December 31, 2012

Consolidated Statements of Cash Flows for the Years Ended December 31, 2012 and 2011, and for the Cumulative Period from December 19, 2011 (inception) through December 31, 2012

Notes to Consolidated Financial Statements

Exhibits

The following exhibits are included with this report:

Exhibit Number	Exhibit Description	Incorporated by Reference				Filed Herewith
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed Herewith
2.1	Agreement and Plan of Reorganization	S-1	333-183604	2.1	8/29/12
3.1	Certificate of Incorporation					X
3.2	Current Bylaws					X
4.1	Specimen certificate for Registrant’s common stock					X
10.1	Vacant Land Contract	S-1	333-183604	10.1	8/29/12
10.2	Assignment of Contract Rights	S-1/A	333-183604	10.2	11/8/12
10.3	Agreement for Sale and Purchase of Real Property	S-1/A	333-183604	10.3	11/8/12
10.4	First Amendment to Agreement for Sale and Purchase dated September 20, 2012					X
10.5	Second Amendment to Agreement for Sale and Purchase dated November 20, 2012					X
10.6	Third Amendment to Agreement for Sale and Purchase dated January 30, 2013					X
10.7	Fourth Amendment to Agreement for Sale and Purchase dated March 29, 2013					X
10.8	Engagement Agreement with Tiber Creek dated November 11, 2011					X
16.1	Letter dated March 5, 2013, from Anton & Chia LLP	8-K	000-54426	16.1	3/5/13
21.1	List of Subsidiaries					X
31.1	Rule 15d-14a Certification by Principal Executive Officer					X
31.2	Rule 15d-14a Certification by Principal Financial Officer					X
32.1	Section 1350 Certification of Principal Executive Officer					X
32.2	Section 1350 Certification of Principal Financial Officer					X
101.INS	XBRL Instance Document					X
101.SCH	XBRL Taxonomy Extension Schema Document					X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document					X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document					X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document					X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document					X

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.

	PIVOTAL GROUP INC.

Date: April 12, 2013	By:	/s/ Malcolm Duane Lewis
		Malcolm Duane Lewis, President

Pursuant to the requirements of Section 13 or 15(d) 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 date indicated.

NAME	TITLE	DATE


/s/ Malcolm Duane Lewis	Director & President (Principal	April 12, 2013
Malcolm Duane Lewis	Executive Officer)


/s/ P.K. “Lanny” Smartt	Director & Treasurer (Principal Financial and Accounting Officer)	April 12, 2013
P.K. “Lanny” Smartt


/s/ Tom Moore	Director	April 12, 2013
Tom Moore

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

PIVOTAL GROUP INC.

(FORMERLY DRIFTWOOD ACQUISITION CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

		Page

Report of Independent Registered Public Accounting Firm		F-2

Consolidated Balance Sheets as of December 31, 2012 and 2011		F-3

Consolidated Statements of Operations for the Years Ended December 31, 2012 and 2011, and for the Cumulative Period from December 19, 2011 (inception) through December 31, 2012		F-4

Consolidated Statements of Stockholders’ Deficit for the Cumulative Period from December 31, 2011 (inception) through December 31, 2012		F-5

Consolidated Statements of Cash Flows for the Years Ended December 31, 2012 and 2011, and for the Cumulative Period from December 19, 2011 (inception) through December 31, 2012		F-6

Notes to Consolidated Financial Statements		F-7

F-1

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Pivotal Group Inc. and Subsidiary

We have audited the accompanying consolidated balance sheets of Pivotal Group Inc. and subsidiary (a development stage company) (the Company) as of December 31, 2012 and 2011, and the related statements of operations, stockholders’ deficit, and cash flows for the year ended December 31, 2012, for the period from December 19, 2011 to December 31, 2011, and for the period from inception through December 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Pivotal Group Inc. and subsidiary as of December 31, 2012 and 2011, and the consolidated results of their operations and their cash flows for the year ended December 31, 2012, for the period from December 19, 2011 to December 31, 2011, and for the period from inception through December 31, 2012 in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the financial statements and as discussed in Note 4 to the financial statements, the Company has incurred significant losses and negative cash flows from operating activities since inception, has negative working capital and an accumulated deficit, and is dependent on additional debt or equity financing in order to continue its operations. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are also discussed in Note 4. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Haynie & Company

Salt Lake City, Utah

April 12, 2013

F-2

Pivotal Group Inc.

(formerly known as Driftwood Acquisition Corporation)

(a Development Stage Company)

Consolidated Balance Sheets

	December 31, 2012			December 31, 2011
ASSETS
Current assets
Cash	$	55,100		$	–
Prepaid expenses		26,500			125,000
Escrowed cash deposits		45,000			–
TOTAL ASSETS	$	126,600		$	125,000

LIABILTIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable	$	9,132		$	–
Accrued expenses		200			–
Due to related party		162,902			125,000
Stock deposit payable		100,000			–
Total liabilities		272,234			125,000

Stockholders' deficit:
Preferred stock, $.0001 par value: 20,000,000 shares authorized; no shares issued		–			–
Common stock, $.0001 par value: 500,000,000 shares authorized; 11,950,000 and 11,000,000 shares issued and outstanding, respectively		1,195			1,100
Additional paid-in capital		187,428			(1,100	)
Deficit accumulated during the development stage		(334,257	)		–

Total stockholders' deficit		(145,634	)		–

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	126,600		$	125,000

The accompanying notes are an integral part of these financial statements.

F-3

Pivotal Group Inc.

(formerly known as Driftwood Acquisition Corporation)

(a Development Stage Company)

Consolidated Statements of Operations

	Year Ended December 31, 2012			For the Period from December 19, 2011 to December 31, 2011		Cumulative From Inception of Development on December 19, 2011 to December 31, 2012

Revenues	$	–		$	–	$	–

Operating expenses	$	334,257		$	–	$	334,257

Net loss	$	(334,257	)	$	–	$	(334,257	)

Net loss per common share - basic and diluted	$	(0.03	)	$	–

Weighted average common shares outstanding - basic and diluted		11,335,753			11,000,000

The accompanying notes are an integral part of these financial statements.

F-4

Pivotal Group Inc.

(formerly known as Driftwood Acquisition Corporation)

(a Development Stage Company)

Consolidated Statement of Stockholders' Deficit

For the Cumulative Period from December 19, 2011 (inception) to December 31, 2012

	Common Stock				Additional paid-in			Deficit accumulated during the development			Total stockholders'
	Shares		Amount		capital			stage			deficit

Balance as of December 19, 2011		11,000,000	$	1,100	$	(1,100	)	$	–		$	–

Net loss		–		–		–			–			–

Balance, December 31, 2011		11,000,000	$	1,100	$	(1,100	)	$	–			–

Capital contribuition		–		–		200			–			200

Recapitalization due to reverse merger		950,000		95		828			–			923

Contributed services by officers		–		–		187,500			–			187,500

Net loss		–		–		–			(334,257	)		(334,257	)

Balance, December 31, 2012		11,950,000	$	1,195	$	187,428		$	(334,257	)	$	(145,634	)

The accompanying notes are an integral part of these financial statements.

F-5

Pivotal Group Inc.

(formerly known as Driftwood Acquisition Corporation)

(a Development Stage Company)

Consolidated Statements of Cash Flows

	Year Ended December 31, 2012			For the Period from December 19, 2011 to December 31, 2011			Cumulative From Inception of Development on December 19, 2011 to December 31, 2012

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(334,257	)	$	–		$	(334,257	)
Conributed services		187,500			–			187,500
Changes in operating assets and liabilities
Decrease in prepaid expenses		98,500			(125,000	)		223,500
Increase in accounts payable		9,132			–			9,132
Increase in accrued liabilities		200			–			200
Net cash used in operating activities		(38,925	)		(125,000	)		86,075

CASH FLOWS FROM INVESTING ACTIVITIES
Increase in escrowed cash deposits		(45,000	)		–			(45,000	)
Net cash used in investing activities		(45,000	)		–			(45,000	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net cash received in reverse merger		4,225			–			4,225
Capital contribution		200			–			200
Borrowings from related party		34,600			125,000			(90,400	)
Increase in stock deposit		100,000						100,000
Net cash provided by financing activities		139,025			125,000			14,025

Net increase in cash		55,100			–			55,100

Cash at beginning of period		–			–			–

Cash at end of period	$	55,100		$	–		$	55,100

The accompanying notes are an integral part of these financial statements.

F-6

Pivotal Group Inc.

(formerly known as Driftwood Acquisition Corporation)

(a Development Stage Company)

Notes to the Consolidated Financial Statements

Note 1 – Description of business and nature of operations

Pivotal Group Inc. (a Delaware Corporation) (“Pivotal” or the “Company”), formerly known as Driftwood Acquisition Corporation (“Driftwood”), was incorporated on April 20, 2011 and was formed to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. As described in Note 2 below, Pivotal completed a merger transaction with PKCCR, LLC (a Florida limited liability company) (“PKCCR”) on August 24, 2012. As discussed in Note 2, the merger transaction is treated as a reverse acquisition with PKCCR as the accounting acquirer. The “Company” hereafter refers to the legal parent, Pivotal, and its wholly owned subsidiary, PKCCR. The Company has not commenced operations and, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities, is considered a development stage company.

On January 30, 2012, the shareholders and the Board of Directors of Driftwood unanimously approved the change of the Company’s name to Pivotal Group Inc. and filed such change with the State of Delaware. On February 1, 2012, new officers and directors were appointed and elected and the prior officers and directors resigned, resulting in the change of control of the company.

The Company has entered into a contract to acquire land for the Company’s planned development of Perdido Key conference center and resort and intends to manage all goods and services pertaining to this project. Pivotal plans to partner with travel agencies to help promote and schedule tour groups, align with local convention and visitors bureaus to assist in targeting new and existing business travel opportunities and work closely with meeting and event planners to attract conferences, tradeshows, association meetings, tournaments and special events.

No assurances can be given that Pivotal will be successful in developing the Perdido Key conference center and resort.

Note 2 – Agreement and plan for merger

On August 24, 2012, Pivotal entered into a Stock Exchange Agreement with PKCCR to acquire PKCCR in a stock-for-stock transaction (the “Acquisition”). The Acquisition was effected by Pivotal through the exchange of all of the outstanding membership interests of PKCCR for 5,000,000 shares of common stock of Pivotal. All of the outstanding membership interests of PKCCR were formerly owned by its sole member Lanny Smartt, who also serves as an officer and director of Pivotal. Upon completion of the transaction, the primary shareholder of PKCCR became the controlling shareholder of Pivotal, thus the acquisition was accounted for as a reverse merger for accounting purposes. As a result of the Acquisition, PKCCR has become a wholly owned subsidiary of Pivotal and Pivotal (as the sole current member of PKCCR) has taken over the operations and business plan of PKCCR.

The following unaudited pro forma consolidated statement of operations aggregates the statements of operations of Pivotal and of PKCCR as of December 31, 2012, accounting for the transaction as a reverse merger with Pivotal, Inc. as the surviving company, giving effect to the transactions, as if the transaction had occurred as of January 1, 2012.

F-7

Pivotal Group Inc.

(formerly known as Driftwood Acquisition Corporation)

(a Development Stage Company)

Notes to the Consolidated Financial Statements

Pivotal Group Inc.

(formerly known as Driftwood Acquisition Corporation)

(a Development Stage Company)

Consolidated Statements of Operations (Unaudited)

	Pivotal Group, Inc. For the Year Ended December 31, 2012			PKCCR, LLC For the Year Ended December 31, 2012			Pro Forma Adjustments		Pro forma Consolidated For the Twelve Months Ended December 31, 2012

Revenues	$	–		$	–		$	–	$	–

Operating expenses	$	234,501		$	108,027				$	342,528

Net loss	$	(234,501	)	$	(108,027	)	$	–	$	(342,528	)

Net loss per common share - basic and diluted	$	(0.02	)	$	–		$	–	$	(0.03	)

Weighted average common shares outstanding - basic and diluted		11,776,164			–			–		11,776,164

F-8

Pivotal Group Inc.

(formerly known as Driftwood Acquisition Corporation)

(a Development Stage Company)

Notes to the Consolidated Financial Statements

Note 3 – Significant accounting policies

These financial statements have been prepared by the Company in accordance with U.S. generally accepted accounting principles (“US GAAP”) for annual financial information, as well as the instructions to Form 10-K. Accordingly, they include all of the information and notes required by US GAAP for complete financial statements.

a) Principles of Consolidation

The consolidated financial statements include the accounts and operations of Pivotal from the date of the reverse merger, August 24, 2012, through December 31, 2012 and the accounts of PKCCR from inception on December 19, 2011 to December 31, 2012. All significant intercompany balances and transactions have been eliminated in consolidation.

b) Use of Estimates

The preparation of financial statements, in conformity with US GAAP, requires management to make judgments, estimates, and assumptions that could affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company based its estimates and assumptions on historical experience and on various other assumptions we believed to be applicable, and evaluated them on an on-going basis to ensure they remain reasonable under current conditions. Actual results could differ significantly from those estimates.

c) Concentration of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have any cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2012 and December 31, 2011.

d) Contributed Services

In the event that the Company lacks the cash resources to compensate its management team, management may elect to contribute the estimated fair value of those services to additional paid in capital. During the year ended December 31, 2012, management elected to not be compensated for the time they worked helping the Company to get started and to raise capital. Management estimated that the value of the services contributed in 2012 was $187,500 for 2012. The Company did not record any value for services contributed in 2011 as the Company was only in operation for 12 days and the estimated fair value of the services contributed was De minimis.

e) Income Taxes

Under ASC 740, “Income Taxes”, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2012 and December 31, 2011, there were no deferred taxes.

f) Loss Per Common Share

Basic earnings or loss per common share is computed on the basis of the weighted average number of shares outstanding during the periods. Diluted earnings or loss per common share is calculated on the basis of the weighted average number of common shares outstanding during the period plus the effect of potential dilutive shares during the period. Potential dilutive shares include outstanding stock options and warrants and convertible debt instruments. For periods in which a net loss is reported, potential dilutive shares are excluded because they are antidilutive. Therefore, basic loss per common share is the same as diluted loss per common share for the years ended December 31, 2012 and 2011.

F-9

Pivotal Group Inc.

(formerly known as Driftwood Acquisition Corporation)

(a Development Stage Company)

Notes to the Consolidated Financial Statements

g) Fair Value of Financial Instruments

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).

The three levels of the fair value hierarchy are as follows:

	·	Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
	·	Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
	·	Level 3 inputs are unobservable inputs for the asset or liability.

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

h) Recent Accounting Pronouncements

In July, 2012 the FASB issued ASU 2012-02, Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. This ASU gives an entity the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test for indefinite-lived intangible assets other than goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements.

In February 2012, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This ASU requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. generally accepted accounting principles (GAAP) to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. Public companies are required to comply with the requirements of ASU 2013-02 for all reporting periods (interim and annual) beginning after December 15, 2012. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2013.

Note 4 – Going Concern

The Company has an accumulated deficit of $334,257 as of December 31, 2012. The Company does not have positive cash flow from operating activities and its ability to continue as a going concern is dependent on obtaining additional financing or the continuing financial support of its stockholders and other related parties. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. The Company plans to obtain additional financing through the sale of equity or debt securities in order to finance operations until it can generate positive cash flows from operating activities. There can be no assurance that the Company will be successful in its efforts to obtain financing through sale of equity or debt securities. If the Company is not able to obtain additional financing, it will be unable to construct the Perdido Key conference center and resort and bring it to an operational state and will be required to cease operations.

F-10

Pivotal Group Inc.

(formerly known as Driftwood Acquisition Corporation)

(a Development Stage Company)

Notes to the Consolidated Financial Statements

Note 5 – Escrowed Cash Deposits

Effective June 22, 2012, MLD entered into a new agreement for the purchase of the land, an Agreement for the Sale and Purchase of Real Property (“New Land Contract”). Subsequently, on June 30, 2012, MLD conveyed and assigned its interests and rights in the Original Land Contract to PKCCR, LLC and WCI. The New Land Contract supersedes the previous Original Land Contract and specifies that the purchase price for the land will be $9.75 million. The $45,000 deposits made by the Company in connection with the Original Land Contract was transferred and credited toward the purchase price under the New Land Contract. In January 2013 an additional $5,000 was paid toward the purchase price. Within two business days after the expiration of the Company’s right to inspect the physical and other conditions of or with respect to the land (the “Inspection Period”), the Company is required to deliver an additional $150,000 to the seller. The balance of $9,550,000 is due upon closing; which is required to be held within 30 days after the seller obtains (i) a permit to extend and modify the Army Corps of Engineers permit for the Lost Key Community (the “Permit Modification”), (ii) a transfer from the county approving the transfer of an aggregate of 250 hotel units to the portion of the property to be developed by the Company, and (iii) a height variance from the county approving a height of up to 28 stories. In the event the Permit Modification is not obtained within the designated time frame, the New Land Contract will automatically terminate. The parties have entered into the following amendments to the New Land Contact:

The first amendment dated September 20, 2012, extended the Inspection Period to November 30, 2012;

The second amendment dated November 29, 2012, MLD extended the Inspection Period to January 31, 2013;

The third amendment dated January 30, 2013, extends the Inspection Period to May 1, 2013; and

The fourth amendment dated March 29, 2013, extends the Permit Modification date to June 28, 2013.

The sole member and officer of MLD is Mr. Smartt, who is also an officer and director of the Company and the sole member and officer of PKCCR, LLC.

F-11

Pivotal Group Inc.

(formerly known as Driftwood Acquisition Corporation)

(a Development Stage Company)

Notes to the Consolidated Financial Statements

Note 6 – Prepaid Expenses

In December 2011, the Company prepaid $125,000 to Tiber Creek Corporation for professional services to assist the Company with merging PKCCR into Pivotal Group Inc., a public reporting company. The merger was completed August 24, 2012 and is more fully described in Note 2.

For the period ending December 31, 2012, $100,000 of the professional services were expensed for the year.

Note 7 – Related Party Transactions

The Company borrowed $162,902 from Lanny Smartt, its Secretary, Treasurer and Director, which was used to make the prepayment for professional services related to the merger, make an earnest money deposit towards purchasing the land as indicated above in Note 5, and fund continuing operations. This related party payable is non-interest bearing, has no specified repayment date, and is due on demand.

Note 8 – Income Taxes

The components of income tax expense are as follows for the years ended December 31, 2012 and 2011, respectively.

	December 31,
	2012		2011

Current	$	200	$	–
Deferred		–		–

Total	$	200	$	–

The Company’s deferred income tax asset and the related valuation allowance are as follows at December 31, 2012 and 2011, respectively. The deferred tax asset was calculated using a U.S. statutory tax rate of 34% and a state statutory rate, net of federal benefit of 4.29%.

	December 31,
	2012			2011

Deferred tax assets - long-term:
Net operating loss carryforwards	$	52,972			–
Total deferred income tax assets		52,972			–
Valuation allowance		(52,972	)		–
Total	$	–		$	–

F-12

Pivotal Group Inc.

(formerly known as Driftwood Acquisition Corporation)

(a Development Stage Company)

Notes to the Consolidated Financial Statements

A reconciliation of provision (benefit) for income taxes provided at the federal statutory rate (34% for fiscal years 2012 and 2011) to actual provision for income taxes is as follows:

	December 31,
	2012			2011

Benefit for income taxes computed at federal statutory rate	$	110,795		$	–
State income taxes, net of federal benefit		13,980			–
Contrubuted services		(63,750	)		–
Other		(8,253	)		–
Valuation allowance		(52,972	)		–

Provision for Income taxes	$	(200	)	$	–

As of December 31, 2012, the Company had net operating loss carry-forwards for federal and state income tax reporting purposes of approximately $138,000 that may be offset against future taxable income through 2032. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax benefit has been reported in the financial statements because the Company believes there is a 50% or greater chance that the carry-forwards will expire unused. Accordingly, the potential tax benefits of the loss carry-forwards are offset by a valuation allowance of the same amount.

The Company files income tax returns in the U.S. federal and Alabama jurisdictions. Tax years 2011 to current remain open to examination by U.S. federal and state tax authorities.

Note 9 – Subsequent Events

In January 2013, Director, P.K. “Lanny” Smartt accepted an invitation from the Church of Jesus Christ of Latter-Day Saints to serve a 36 month mission. Mr. Smartt and his family will begin service on or about July 1, 2013. It is anticipated that Mr. Smartt will continue some of his primary duties for the Company during this period, and that such service will not cause any delay or hindrance to the business of the Company.

In January 2013, management initiated a $35 million private placement offering to raise capital for its planned commercial real estate development activities. Pursuant to the private placement agreement, each investor is required to invest a minimum of $250,000. In December 2012, management accepted a $100,000 deposit from an investor for the private placement. As more fully described below, subsequent to initiating the private placement, the Company has identified other sources of financing for its planned operations. Management has determined that if these other funding opportunities provide the needed financing, the Company will not move forward with the private placement. As such, management expects to repay the deposit back to the investor when the Company obtains sufficient fund to repay the deposit.

In March 2013, the contract by and between MLD, LLC with WCI Communities, Inc. was amended to extend its closing date and to permit the seller an opportunity to finalize all entitlements.

The Company has entered into preliminary negotiations to develop an additional property in D’Iberville Mississippi that will contain a hotel and casino. The hotel is contemplated to be approximately 300 rooms and includes a gaming floor that is approximately 75,000 square feet. The Company plans to acquire all the rights to develop this property during the second quarter of 2013.

The Company has been in negotiations with California based hedge fund for the funding of the Perdido Key project in an amount of $120 million. Additionally, the Company has been negotiating a debt service for the D’Iberville project in the amount of $174 million. The Company expects to finalize and execute agreements for funding both developments during the second quarter of 2013.

F-13

EX-3.1 2 pivotal_10k-ex0301.htm CERTIFICATE OF INCORPORATION

Exhibit 3.1

CERTIFICATE OF INCORPORATION

PIVOTAL GROUP INC.

ARTICLE ONE

Name

The name of the Corporation is Driftwood Acquisition Corporation.

ARTICLE TWO

Duration

The Corporation shall have perpetual existence.

ARTICLE THREE

Purpose

The purpose for which this Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE FOUR

The total number of shares of stock which the Corporation shall have authority to issue is 520,000,000 shares, consisting of 500,000,000 shares of Common Stock having a par value of $.0001 per share and 20,000,000 shares of Preferred Stock having a par value of $.0001 per share.

The Board of Directors is authorized to provide for the issuance of the shares of Preferred Stock in series and, by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following:

A. The number of shares constituting that series and the distinctive designation of that series;

B. The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on share of that series;

C. Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

D. Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

E. Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

F. Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

G. The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and

H. Any other relative rights, preferences and limitations of that series.

ARTICLE FIVE

Commencement of Business

The Corporation is authorized to commence business as soon as its certificate of incorporation has been filed.

ARTICLE SIX

Principal Office and Registered Agent

The post office address of the initial registered office of the Corporation and the name of its initial registered agent and its business address is

Inc. Plan (USA)

Trolley Square

Suite 20 C

Wilmington, Delaware 19806 (County of New Castle)

The initial registered agent is a resident of the State of Delaware.

ARTICLE SEVEN

Incorporator

Lee W. Cassidy, 215 Apolena Avenue, Newport Beach,California 92662

ARTICLE EIGHT

Pre-Emptive Rights

No Shareholder or other person shall have any pre-emptive rights whatsoever.

ARTICLE NINE

By-Laws

The initial by-laws shall be adopted by the Shareholders or the Board of Directors. The power to alter, amend, or repeal the by-laws or adopt new by-laws is vested in the Board of Directors, subject to repeal or change by action of the Shareholders.

ARTICLE TEN

Number of Votes

Each share of Common Stock has one vote on each matter on which the share is entitled to vote.

ARTICLE ELEVEN

Majority Votes

A majority vote of a quorum of Shareholders (consisting of the holders of a majority of the shares entitled to vote, represented in person or by proxy) is sufficient for any action which requires the vote or concurrence of Shareholders, unless otherwise required or permitted by law or the by-laws of the Corporation.

ARTICLE TWELVE

Non-Cumulative Voting

Directors shall be elected by majority vote. Cumulative voting shall not be permitted.

ARTICLE THIRTEEN

Interested Directors, Officers and Securityholders

A. Validity. If Paragraph (B) is satisfied, no contract or other transaction between the Corporation and any of its directors, officers or securityholders, or any corporation or firm in which any of them are directly or indirectly interested, shall be invalid solely because of this relationship or because of the presence of the director, officer or securityholder at the meeting of the Board of Directors or committee authorizing the contract or transaction, or his participation or vote in the meeting or authorization.

B. Disclosure, Approval, Fairness. Paragraph (A) shall apply only if:

(1) The material facts of the relationship or interest of each such director, officer or securityholder are known or disclosed:

(a) to the Board of Directors or the committee and it nevertheless authorizes or ratifies the contract or transaction by a majority of the directors present, each such interested director to be counted in determining whether a quorum is present but not in calculating the majority necessary to carry the vote; or

(b) to the Shareholders and they nevertheless authorize or ratify the contract or transaction by a majority of the shares present, each such interested person to be counted for quorum and voting purposes; or

(2) the contract or transaction is fair to the Corporation as of the time it is authorized or ratified by the Board of Directors, the committee or the Shareholders.

ARTICLE FOURTEEN

Indemnification and Insurance

A. Persons. The Corporation shall indemnify, to the extent provided in Paragraphs (B), (D) or (F) and to the extent permitted from time to time by law:

(1) any person who is or was director, officer, agent or employee of the Corporation, and

(2) any person who serves or served at the Corporation's request as a director, officer, agent, employee, partner or trustee of another corporation or of a partnership, joint venture, trust or other enterprise.

B. Extent--Derivative Suits. In case of a suit by or in the right of the Corporation against a person named in Paragraph (A) by reason of his holding a position named in Paragraph (A), the Corporation shall indemnify him, if he satisfies the standard in Paragraph (C), for expenses (including attorney's fees) actually and reasonably incurred by him in connection with the defense or settlement of the suit.

C. Standard--Derivative Suits. In case of a suit by or in the right of the Corporation, a person named in Paragraph (A) shall be indemnified only if:

(1) he is successful on the merits or otherwise, or

(2) he acted in good faith in the transaction which is the subject of the suit, and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation. However, he shall not be indemnified in respect of any claim, issue or matter as to which he has been adjudged liable for negligence or misconduct in the performance of his duty to the Corporation unless (and only to the extent that) the court in which the suit was brought shall determine, upon application, that despite the adjudication but in view of all the circumstances, he is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

D. Extent--Nonderivative Suits. In case of a suit, action or proceeding (whether civil, criminal, administrative or investigative), other than a suit by or in the right of the Corporation against a person named in Paragraph (A) by reason of his holding a position named in Paragraph (A), the Corporation shall indemnify him, if he satisfies the standard in Paragraph (E), for amounts actually and reasonably incurred by him in connection with the defense or settlement of the suit as

(1) expenses (including attorneys' fees),

(2) amounts paid in settlement

(3) judgments, and

(4) fines.

E. Standard--Nonderivative Suits. In case of a nonderivative suit, a person named in Paragraph (A) shall be indemnified only if:

(1) he is successful on the merits or otherwise, or

(2) he acted in good faith in the transaction which is the subject of the nonderivative suit, and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and , with respect to any criminal action or proceeding, he had no reason to believe his conduct was unlawful. The termination of a nonderivative suit by judgement, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person failed to satisfy this Paragraph (E) (2).

F. Determination That Standard Has Been Met. A determination that the standard of Paragraph (C) or (E) has been satisfied may be made by a court of law or equity or the determination may be made by:

(1) a majority of the directors of the Corporation (whether or not a quorum) who were not parties to the action, suit or proceeding, or

(2) independent legal counsel (appointed by a majority of the directors of the Corporation, whether or not a quorum, or elected by the Shareholders of the Corporation) in a written opinion, or

(3) the Shareholders of the Corporation.

G. Proration. Anyone making a determination under Paragraph (F) may determine that a person has met the standard as to some matters but not as to others, and may reasonably prorate amounts to be indemnified.

H. Advance Payment. The Corporation may pay in advance any expenses (including attorney's fees) which may become subject to indemnification under paragraphs (A) - (G) if:

(1) the Board of Directors authorizes the specific payment and

(2) the person receiving the payment undertakes in writing to repay unless it is ultimately determined that he is entitled to indemnification by the Corporation under Paragraphs (A) - (G).

I. Nonexclusive. The indemnification provided by Paragraphs (A) - (G) shall not be exclusive of any other rights to which a person may be entitled by law or by by-law, agreement, vote of Shareholders or disinterested directors, or otherwise.

J. Continuation. The indemnification and advance payment provided by Paragraphs (A) - (H) shall continue as to a person who has ceased to hold a position named in paragraph (A) and shall inure to his heirs, executors and administrators.

K. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who holds or who has held any position named in Paragraph (A) against any liability incurred by him in any such positions or arising out of this status as such, whether or not the Corporation would have power to indemnify him against such liability under Paragraphs (A) - (H).

L. Reports. Indemnification payments, advance payments, and insurance purchases and payments made under Paragraphs (A) - (K) shall be reported in writing to the Shareholders of the Corporation with the next notice of annual meeting, or within six months, whichever is sooner.

M. Amendment of Article. Any changes in the General Corporation Law of Delaware increasing, decreasing, amending, changing or otherwise effecting the indemnification of directors, officers, agents, or employees of the Corporation shall be incorporated by reference in this Article as of the date of such changes without further action by the Corporation, its Board of Directors, of Shareholders, it being the intention of this Article that directors, officers, agents and employees of the Corporation shall be indemnified to the maximum degree allowed by the General Corporation Law of the State of Delaware at all times.

ARTICLE FIFTEEN

Limitation On Director Liability

A. Scope of Limitation. No person, by virtue of being or having been a director of the Corporation, shall have any personal liability for monetary damages to the Corporation or any of its Shareholders for any breach of fiduciary duty except as to the extent provided in Paragraph (B).

B. Extent of Limitation. The limitation provided for in this Article shall not eliminate or limit the liability of a director to the Corporation or its Shareholders (i) for any breach of the director's duty of loyalty to the Corporation or its Shareholders (ii) for any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law (iii) for any unlawful payment of dividends or unlawful stock purchases or redemptions in violation of Section 174 of the General Corporation Law of Delaware or (iv) for any transaction for which the director derived an improper personal benefit.

IN WITNESS WHEREOF, the incorporator hereunto has executed this certificate of incorporation on this 19th day of April, 2011.

/s/ Lee W. Cassidy,

Incorporator

EX-3.2 3 pivotal_10k-ex0302.htm BY-LAWS

Exhibit 3.2

PIVOTAL GROUP INC.

By-Laws

Article I

The Stockholders

Section 1.1. Annual Meeting. The annual meeting of the stockholders of Driftwood Acquisition Corporation (the "Corporation") shall be held on the third Thursday in May of each year at 10:30 a.m. local time, or at such other date or time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, for the election of directors and for the transaction of such other business as may come before the meeting.

Section 1.2. Special Meetings. A special meeting of the stockholders may be called at any time by the written resolution or request of two-thirds or more of the members of the Board of Directors, the president, or any executive vice president and shall be called upon the written request of the holders of two-thirds or more in amount, of each class or series of the capital stock of the Corporation entitled to vote at such meeting on the matters(s) that are the subject of the proposed meeting, such written request in each case to specify the purpose or purposes for which such meeting shall be called, and with respect to stockholder proposals, shall further comply with the requirements of this Article.

Section 1.3. Notice of Meetings. Written notice of each meeting of stockholders, whether annual or special, stating the date, hour and place where it is to be held, shall be served either personally or by mail, not less than fifteen nor more than sixty days before the meeting, upon each stockholder of record entitled to vote at such meeting, and to any other stockholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle stockholders to receive payment for their stock, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, notice shall be deemed to be delivered when deposited in the United States mail or with any private express mail service, postage or delivery fee prepaid, and shall be directed to each such stockholder at his address, as it appears on the records of the stockholders of the Corporation, unless he shall have previously filed with the secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request.

Section 1.4. Fixing Date of Record. (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of, or to vote at, a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of, or to vote at, a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting (to the extent that such action by written consent is permitted by law, the Certificate of Incorporation or these By-Laws), the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in its state of incorporation, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 1.5. Inspectors. At each meeting of the stockholders, the polls shall be opened and closed and the proxies and ballots shall be received and be taken in charge. All questions touching on the qualification of voters and the validity of proxies and the acceptance or rejection of votes, shall be decided by one or more inspectors. Such inspectors shall be appointed by the Board of Directors before or at the meeting, or, if no such appointment shall have been made, then by the presiding officer at the meeting. If for any reason any of the inspectors previously appointed shall fail to attend or refuse or be unable to serve, inspectors in place of any so failing to attend or refusing or unable to serve shall be appointed in like manner.

Section 1.6. Quorum. At any meeting of the stockholders, the holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number shall be required by law, and, in that case, the representation of the number so required shall constitute a quorum.

If the holders of the amount of stock necessary to constitute a quorum shall fail to attend in person or by proxy at the time and place fixed in accordance with these By-Laws for an annual or special meeting, a majority in interest of the stockholders present in person or by proxy may adjourn, from time to time, without notice other than by announcement at the meeting, until holders of the amount of stock requisite to constitute a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 1.7. Business. The chairman of the Board, if any, the president, or in his absence the vice-chairman, if any, or an executive vice president, in the order named, shall call meetings of the stockholders to order, and shall act as chairman of such meeting; provided, however, that the Board of Directors or executive committee may appoint any stockholder to act as chairman of any meeting in the absence of the chairman of the Board. The secretary of the Corporation shall act as secretary at all meetings of the stockholders, but in the absence of the secretary at any meeting of the stockholders, the presiding officer may appoint any person to act as secretary of the meeting.

Section 1.8. Stockholder Proposals. No proposal by a stockholder shall be presented for vote at a special or annual meeting of stockholders unless such stockholder shall, not later than the close of business on the fifth day following the date on which notice of the meeting is first given to stockholders, provide the Board of Directors or the secretary of the Corporation with written notice of intention to present a proposal for action at the forthcoming meeting of stockholders, which notice shall include the name and address of such stockholder, the number of voting securities that he holds of record and that he holds beneficially, the text of the proposal to be presented to the meeting and a statement in support of the proposal.

Any stockholder who was a stockholder of record on the applicable record date may make any other proposal at an annual meeting or special meeting of stockholders and the same may be discussed and considered, but unless stated in writing and filed with the Board of Directors or the secretary prior to the date set forth herein above, such proposal shall be laid over for action at an adjourned, special, or annual meeting of the stockholders taking place sixty days or more thereafter. This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors, and committees, but in connection with such reports, no new business proposed by a stockholder, qua stockholder, shall be acted upon at such annual meeting unless stated and filed as herein provided.

Notwithstanding any other provision of these By-Laws, the Corporation shall be under no obligation to include any stockholder proposal in its proxy statement materials or otherwise present any such proposal to stockholders at a special or annual meeting of stockholders if the Board of Directors reasonably believes the proponents thereof have not complied with Sections 13 or 14 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder; nor shall the Corporation be required to include any stockholder proposal not required to be included in its proxy materials to stockholders in accordance with any such section, rule or regulation.

Section 1.9. Proxies. At all meetings of stockholders, a stockholder entitled to vote may vote either in person or by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 1.10. Voting by Ballot. The votes for directors, and upon the demand of any stockholder or when required by law, the votes upon any question before the meeting, shall be by ballot.

Section 1.11. Voting Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares of stock registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 1.12. Place of Meeting. The Board of Directors may designate any place, either within or without the state of incorporation, as the place of meeting for any annual meeting or any special meeting called by the Board of Directors. If no designation is made or if a special meeting is otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 1.13. Voting of Stock of Certain Holders. Shares of capital stock of the Corporation standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the by-laws of such corporation may prescribe, or in the absence of such provision, as the board of directors of such corporation may determine.

Shares of capital stock of the Corporation standing in the name of a deceased person, a minor ward or an incompetent person may be voted by his administrator, executor, court-appointed guardian or conservator, either in person or by proxy, without a transfer of such stock into the name of such administrator, executor, court-appointed guardian or conservator. Shares of capital stock of the Corporation standing in the name of a trustee may be voted by him, either in person or by proxy.

Shares of capital stock of the Corporation standing in the name of a receiver may be voted, either in person or by proxy, by such receiver, and stock held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so is contained in any appropriate order of the court by which such receiver was appointed.

A stockholder whose stock is pledged shall be entitled to vote such stock, either in person or by proxy, until the stock has been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote, either in person or by proxy, the stock so transferred.

Shares of its own capital stock belonging to this Corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding stock at any given time, but shares of its own stock held by it in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding stock at any given time.

Article II

Board of Directors

Section 2.1. General Powers. The business, affairs, and the property of the Corporation shall be managed and controlled by the Board of Directors (the "Board"), and, except as otherwise expressly provided by law, the Certificate of Incorporation or these By-Laws, all of the powers of the Corporation shall be vested in the Board.

Section 2.2. Number of Directors. The number of directors which shall constitute the whole Board shall be not fewer than one nor more than five. Within the limits above specified, the number of directors shall be determined by the Board of Directors pursuant to a resolution adopted by a majority of the directors then in office.

Section 2.3. Election, Term and Removal. Directors shall be elected at the annual meeting of stockholders to succeed those directors whose terms have expired. Each director shall hold office for the term for which elected and until his or her successor shall be elected and qualified. Directors need not be stockholders. A director may be removed from office at a meeting expressly called for that purpose by the vote of not less than a majority of the outstanding capital stock entitled to vote at an election of directors.

Section 2.4. Vacancies. Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum; except that vacancies resulting from removal from office by a vote of the stockholders may be filled by the stockholders at the same meeting at which such removal occurs provided that the holders of not less than a majority of the outstanding capital stock of the Corporation (assessed upon the basis of votes and not on the basis of number of shares) entitled to vote for the election of directors, voting together as a single class, shall vote for each replacement director. All directors elected to fill vacancies shall hold office for a term expiring at the time of the next annual meeting of stockholders and upon election and qualification of his successor. No decrease in the number of directors constituting the Board of Directors shall shorten the term of an incumbent director.

Section 2.5. Resignations. Any director of the Corporation may resign at any time by giving written notice to the president or to the secretary of the Corporation. The resignation of any director shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 2.6. Place of Meetings, etc. The Board of Directors may hold its meetings, and may have an office and keep the books of the Corporation (except as otherwise may be provided for by law), in such place or places in or outside the state of incorporation as the Board from time to time may determine.

Section 2.7. Regular Meetings. Regular meetings of the Board of Directors shall be held as soon as practicable after adjournment of the annual meeting of stockholders at such time and place as the Board of Directors may fix. No notice shall be required for any such regular meeting of the Board.

Section 2.8. Special Meetings. Special meetings of the Board of Directors shall be held at places and times fixed by resolution of the Board of Directors, or upon call of the chairman of the Board, if any, or vice-chairman of the Board, if any, the president, an executive vice president or two-thirds of the directors then in office.

The secretary or officer performing the secretary's duties shall give not less than twenty-four hours' notice by letter, telegraph or telephone (or in person) of all special meetings of the Board of Directors, provided that notice need not given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the directors are present, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting.

Section 2.9. Participation by Conference Telephone. Members of the Board of Directors of the Corporation, or any committee thereof, may participate in a regular or special or any other meeting of the Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

Section 2.10. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if prior or subsequent to such action all the members of the Board or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or committee.

Section 2.11. Quorum. A majority of the total number of directors then in office shall constitute a quorum for the transaction of business; but if at any meeting of the Board there be less than a quorum present, a majority of those present may adjourn the meeting from time to time.

Section 2.12. Business. Business shall be transacted at meetings of the Board of Directors in such order as the Board may determine. At all meetings of the Board of Directors, the chairman of the Board, if any, the president, or in his absence the vice-chairman, if any, or an executive vice president, in the order named, shall preside.

Section 2.13. Interest of Directors in Contracts. (a) No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of the Corporation's directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee of the Board of Directors or

the stockholders.

(b) Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Section 2.14. Compensation of Directors. Each director of the Corporation who is not a salaried officer or employee of the Corporation, or of a subsidiary of the Corporation, shall receive such allowances for serving as a director and such fees for attendance at meetings of the Board of Directors or the executive committee or any other committee appointed by the Board as the Board may from time to time determine.

Section 2.15. Loans to Officers or Employees. The Board of Directors may lend money to, guarantee any obligation of, or otherwise assist, any officer or other employee of the Corporation or of any subsidiary, whether or not such officer or employee is also a director of the Corporation, whenever, in the judgment of the directors, such loan, guarantee, or assistance may reasonably be expected to benefit the Corporation; provided, however, that any such loan, guarantee, or other assistance given to an officer or employee who is also a director of the Corporation must be authorized by a majority of the entire Board of Directors. Any such loan, guarantee, or other assistance may be made with or without interest and may be unsecured or secured in such manner as the Board of Directors shall approve, including, but not limited to, a pledge of shares of the Corporation, and may be made upon such other terms and conditions as the Board of Directors may determine.

Section 2.16. Nomination. Subject to the rights of holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation, nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote in the election of directors generally. However, any stockholder entitled to vote in the election of directors generally may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the secretary of the Corporation not later than (i) with respect to an election to be held at an annual meeting of stockholders, the close of business on the last day of the eighth month after the immediately preceding annual meeting of stockholders, and (ii) with respect to an election to be held at a special meeting of stockholders for the election of directors, the close of business on the fifth day following the date on which notice of such meeting is first given to stockholders. Each such notice shall set forth: (a) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (d) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, had the nominee been nominated, or intended to be nominated, by the Board of Directors, and; (e) the consent of each nominee to serve as a director of the Corporation if so elected. The presiding officer at the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure.

Article III

Committees

Section 3.1. Committees. The Board of Directors, by resolution adopted by a majority of the number of directors then fixed by these By-Laws or resolution thereto, may establish such standing or special committees of the Board as it may deem advisable, and the members, terms, and authority of such committees shall be set forth in the resolutions establishing such committee.

Section 3.2. Executive Committee Number and Term of Office. The Board of Directors may, at any meeting, by majority vote of the Board of Directors, elect from the directors an executive committee. The executive committee shall consist of such number of members as may be fixed from time to time by resolution of the Board of Directors. The Board of Directors may designate a chairman of the committee who shall preside at all meetings thereof, and the committee shall designate a member thereof to preside in the absence of the chairman.

Section 3.3. Executive Committee Powers. The executive committee may, while the Board of Directors is not in session, exercise all or any of the powers of the Board of Directors in all cases in which specific directions shall not have been given by the Board of Directors; except that the executive committee shall not have the power or authority of the Board of Directors to (i) amend the Certificate of Incorporation or the By-Laws of the Corporation, (ii) fill vacancies on the Board of Directors, (iii) adopt an agreement or certification of ownership, merger or consolidation, (iv) recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, or a dissolution of the Corporation or a revocation of a dissolution, (v) declare a dividend, or (vi) authorize the issuance of stock.

Section 3.4. Executive Committee Meetings. Regular and special meetings of the executive committee may be called and held subject to the same requirements with respect to time, place and notice as are specified in these By-Laws for regular and special meetings of the Board of Directors. Special meetings of the executive committee may be called by any member thereof. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special or regular meeting of the executive meeting if a quorum is present. At any meeting at which every member of the executive committee shall be present, in person or by telephone, even though without any notice, any business may be transacted. All action by the executive committee shall be reported to the Board of Directors at its meeting next succeeding such action.

The executive committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors, but in every case the presence of a majority of the total number of members of the executive committee shall be necessary to constitute a quorum. In every case, the affirmative vote of a quorum shall be necessary for the adoption of any resolution.

Section 3.5. Executive Committee Vacancies. The Board of Directors, by majority vote of the Board of Directors then in office, shall fill vacancies in the executive committee by election from the directors.

Article IV

The Officers

Section 4.1. Number and Term of Office. The officers of the Corporation shall consist of, as the Board of Directors may determine and appoint from time to time, a chief executive officer, a president, one or more executive vice-presidents, a secretary, a treasurer, a controller, and/or such other officers as may from time to time be elected or appointed by the Board of Directors, including such additional vice-presidents with such designations, if any, as may be determined by the Board of Directors and such assistant secretaries and assistant treasurers. In addition, the Board of Directors may elect a chairman of the Board and may also elect a vice-chairman as officers of the Corporation. Any two or more offices may be held by the same person. In its discretion, the Board of Directors may leave unfilled any office except as may be required by law.

The officers of the Corporation shall be elected or appointed from time to time by the Board of Directors. Each officer shall hold office until his successor shall have been duly elected or appointed or until his death or until he shall resign or shall have been removed by the Board of Directors.

Each of the salaried officers of the Corporation shall devote his entire time, skill and energy to the business of the Corporation, unless the contrary is expressly consented to by the Board of Directors or the

executive committee.

Section 4.2. Removal. Any officer may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby.

Section 4.3. The Chairman of the Board. The chairman of the Board, if any, shall preside at all meetings of stockholders and of the Board of Directors and shall have such other authority and perform such other duties as are prescribed by law, by these By-Laws and by the Board of Directors. The Board of Directors may designate the chairman of the Board as chief executive officer, in which case he shall have such authority and perform such duties as are prescribed by these By-Laws and the Board of Directors for the chief executive officer.

Section 4.4. The Vice-Chairman. The vice-chairman, if any, shall have such authority and perform such other duties as are prescribed by these By-Laws and by the Board of Directors. In the absence or inability to act of the chairman of the Board and the president, he shall preside at the meetings of the stockholders and of the Board of Directors and shall have and exercise all of the powers and duties of the chairman of the Board. The Board of Directors may designate the vice-chairman as chief executive officer, in which case he shall have such authority and perform such duties as are prescribed by these By-Laws and the Board of Directors for the chief executive officer.

Section 4.5. The President. The president shall have such authority and perform such duties as are prescribed by law, by these By-Laws, by the Board of Directors and by the chief executive officer (if the president is not the chief executive officer). The president, if there is no chairman of the Board, or in the absence or the inability to act of the chairman of the Board, shall preside at all meetings of stockholders and of the Board of Directors. Unless the Board of Directors designates the chairman of the Board or the vice-chairman as chief executive officer, the president shall be the chief executive officer, in which case he shall have such authority and perform such duties as are prescribed by these By-Laws and

the Board of Directors for the chief executive officer.

Section 4.6. The Chief Executive Officer. Unless the Board of Directors designates the chairman of the Board or the vice-chairman as chief executive officer, the president shall be the chief executive officer. The chief executive officer of the Corporation shall have, subject to the supervision and direction of the Board of Directors, general supervision of the business, property and affairs of the Corporation, including the power to appoint and discharge agents and employees, and the powers vested in him by the Board of Directors, by law or by these By-Laws or which usually attach or pertain to such office.

Section 4.7. The Executive Vice-Presidents. In the absence of the chairman of the Board, if any, the president and the vice-chairman, if any, or in the event of their inability or refusal to act, the executive vice-president (or in the event there is more than one executive vice-president, the executive vice-presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the chairman of the Board, of the president and of the vice-chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the chairman of the Board, the president and the vice-chairman. Any executive vice-president may sign, with the secretary or an authorized assistant secretary, certificates for stock of the Corporation and shall perform such other duties as from time to time may be assigned to him by the chairman of the Board, the president, the vice-chairman, the Board of Directors or these By-Laws.

Section 4.8. The Vice-Presidents. The vice-presidents, if any, shall perform such duties as may be assigned to them from time to time by the chairman of the Board, the president, the vice-chairman, the Board of Directors, or these By-Laws.

Section 4.9. The Treasurer. Subject to the direction of chief executive officer and the Board of Directors, the treasurer shall have charge and custody of all the funds and securities of the Corporation; when necessary or proper he shall endorse for collection, or cause to be endorsed, on behalf of the Corporation, checks, notes and other obligations, and shall cause the deposit of the same to the credit of the Corporation in such bank or banks or depositary as the Board of Directors may designate or as the Board of Directors by resolution may authorize; he shall sign all receipts and vouchers for payments made to the Corporation other than routine receipts and vouchers, the signing of which he may delegate; he shall sign all checks made by the Corporation (provided, however, that the Board of Directors may authorize and prescribe by resolution the manner in which checks drawn on banks or depositories shall be signed, including the use of facsimile signatures, and the manner in which officers, agents or employees shall be authorized to sign); unless otherwise provided by resolution of the Board of Directors, he shall sign with an officer- director all bills of exchange and promissory notes of the Corporation; whenever required by the Board of Directors, he shall render a statement of his cash account; he shall enter regularly full and accurate account of the Corporation in books of the Corporation to be kept by him for that purpose; he shall, at all reasonable times, exhibit his books and accounts to any director of the Corporation upon application at his office during business hours; and he shall perform all acts incident to the position of treasurer. If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such sure ties as the Board of Directors may require.

Section 4.10. The Secretary. The secretary shall keep the minutes of all meetings of the Board of Directors, the minutes of all meetings of the stockholders and (unless otherwise directed by the Board of Directors) the minutes of all committees, in books provided for that purpose; he shall attend to the giving and serving of all notices of the Corporation; he may sign with an officer-director or any other duly authorized person, in the name of the Corporation, all contracts authorized by the Board of Directors or by the executive committee, and, when so ordered by the Board of Directors or the executive committee, he shall affix the seal of the Corporation thereto; he may sign with the president or an executive vice-president all certificates of shares of the capital stock; he shall have charge of the certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors or the executive committee may direct, all of which shall, at all reasonable times, be open to the examination of any director, upon application at the secretary's office during business hours; and he shall in general perform all the duties incident to the office of the secretary, subject to the control of the chief executive officer and the Board of Directors.

Section 4.11. The Controller. The controller shall be the chief accounting officer of the Corporation. Subject to the supervision of the Board of Directors, the chief executive officer and the treasurer, the controller shall provide for and maintain adequate records of all assets, liabilities and transactions of the Corporation, shall see that accurate audits of the Corporation's affairs are currently and adequately made and shall perform such other duties as from time to time may be assigned to him.

Section 4.12. The Assistant Treasurers and Assistant Secretaries. The assistant treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors may determine. The assistant secretaries as thereunto authorized by the Board of Directors may sign with the chairman of the Board, the president, the vice-chairman or an executive vice-president, certificates for stock of the Corporation, the issue of which shall have been authorized by a resolution of the Board of Directors. The assistant treasurers and assistant secretaries, in general, shall perform such duties as shall be assigned to them by the treasurer or the secretary, respectively, or chief executive officer, the Board of Directors, or these By-Laws.

Section 4.13. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

Section 4.14. Voting upon stocks. Unless otherwise ordered by the Board of Directors or by the executive committee, any officer, director or any person or persons appointed in writing by any of them, shall have full power and authority in behalf of the Corporation to attend and to act and to vote at any meetings of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise any and all the rights and powers incident to the ownership of such stock, and which, as the owner thereof, the Corporation might have possessed and exercised if present. The Board of Directors may confer like powers upon any other person or persons.

Article V

Contracts and Loans

Section 5.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 5.2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Article VI

Certificates for Stock and Their Transfer

Section 6.1. Certificates for Stock. Certificates representing stock of the Corporation shall be in such form as may be determined by the Board of Directors. Such certificates shall be signed by the chairman of the Board, the president, the vice-chairman or an executive vice-president and/or by the secretary or an authorized assistant secretary and shall be sealed with the seal of the Corporation. The seal may be a facsimile. If a stock certificate is countersigned (i) by a transfer agent other than the Corporation or its employee, or (ii) by a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In the event that any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. All certificates for stock shall be consecutively numbered or otherwise identified. The name of the person to whom the shares of stock represented thereby are issued, with the number of shares of stock and date of issue, shall be entered on the books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificates shall be issued until the former certificate for a like number of shares of stock shall have been surrendered and canceled, except that, in the event of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

Section 6.2. Transfers of Stock. Transfers of stock of the Corporation shall be made only on the books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the Corporation, and on surrender for cancellation of the certificate for such stock. The person in whose name stock stands on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

Article VII

Fiscal Year

Section 7.1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January in each year and end on the last day of December in each year.

Article VIII

Seal

Section 8.1. Seal. The Board of Directors shall approve a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation.

Article IX

Waiver of Notice

Section 9.1. Waiver of Notice. Whenever any notice is required to be given under the provisions of these By-Laws or under the provisions of the Certificate of Incorporation or under the provisions of the corporation law of the state of incorporation, waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance of any person at a meeting for which any notice is required to be given under the provisions of these By-Laws, the Certificate of Incorporation or the corporation law of the state of incorporation shall constitute a waiver of notice of such meeting except when the person attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Article X

Amendments

Section 10.1. Amendments. These By-Laws may be altered, amended or repealed and new By-Laws may be adopted at any meeting of the Board of Directors of the Corporation by the affirmative vote of a majority of the members of the Board, or by the affirmative vote of a majority of the outstanding capital stock of the Corporation (assessed upon the basis of votes and not on the basis of number of shares) entitled to vote generally in the election of directors, voting together as a single class.

Article XI

Indemnification

Section 11.1. Indemnification. The Corporation shall indemnify its officers, directors, employees and agents to the fullest extent permitted by the General Corporation Law of Delaware, as amended from time to time.

EX-4.1 4 pivotal_10k-ex0401.htm SPECIMEN CERTIFICATE

Exhibit 4.1

See Legend on Reverse

Number

_____________ Shares

Incorporated under the laws of the state of Delaware

PIVOTAL GROUP INC.

Authorized to issue 520,000,000 shares

500,000,000 common shares	20,000,000 preferred shares
par value $.0001 each	par value $.0001 each


This certifies that	is the owner of

( ) fully paid and non-assessable Shares of the

Common Shares of PIVOTAL GROUP INC.

transferrable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed.

IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be signed by its duly authorized officers and to be sealed with the Seal of the Corporation

this day of A.D. 201

/s/ Malcolm Duane Lewis

President

[SEAL]

(Reverse side of stock certificate)

LEGEND:

THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY ANY INVESTOR TO ANY OTHER PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE LAW OF THE STATE OR JURISDICTION WHERE SOLD, TRANSFERRED OR DISPOSED OF, UNLESS SUCH SALE, TRANSFER OR DISPOSITION SHALL QUALIFY UNDER AN ALLOWED EXEMPTION TO SUCH REGISTRATION. ANY SALE, TRANSFER OR DISPOSITION OF THESE SECURITIES BY AN INVESTOR WILL NORMALLY REQUIRE THE APPROVAL BY COUNSEL TO THE ISSUER.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations. Additional abbreviations may also be used though not in the list.

TEN COM --as tenants in common

TEN ENT --as tenants by the entireties

JT TEN --as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT -- ____________Custodian

____________(Minor) under Uniform Gifts to Minors Act

____________(State)

For value received, the undersigned hereby sells, assigns and transfers unto _____________________________ (please insert social security or other identifying number of assignee) __________________________

_______________________________________________________________

(please print or typewrite name and address of assignee)

_____________________________ Shares represented by the within Certificate, and hereby irrevocably constitutes and appoints ____________________ Attorney to transfer the said shares on the books of the within-named Corporation with full power of substitution in the premises.

Dated, _______________________________

___________________________________

In presence of _______________________________________

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular without alteration or enlargement, or any change whatever.

EX-10.4 5 pivotal_10k-ex1004.htm FIRST AMENDMENT TO AGREEMENT

Exhibit 10.4

FIRST AMENDMENT TO

AGREEMENT OF SALE AND PURCHASE

[Perdido Key-Parcels B1 and A1 through A5]

THIS FIRST AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (herein called this “Amendment”) is made and entered into as of September 20, 2012 (“Amendment Effective Date”), by and between WCI COMMUNITIES, LLC, a Delaware limited liability company (herein called “Seller”); and MLD, LLC, a Delaware limited liability company (herein called “Buyer”).

WHEREAS, Seller and Buyer have executed and entered into that certain Agreement of Sale and Purchase dated effective as of June 22, 2012 (herein called the “Agreement”) and

WHEREAS, Seller and Buyer desire to amend the Agreement as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows:

Defined Terms: Defined and capitalized terms in this Amendment will have the same meaning as defined and capitalized in the Agreement, unless otherwise indicated in this Amendment.

Recitals: The recitals set forth above are true and correct and hereby incorporated in their entirety by reference.

Extension of the Inspection Period. Notwithstanding any of the terms and provisions set forth in the Agreement to the contrary, including, without limitation, Section 7.1 thereof, Seller and Buyer agree that the date of expiration of the Inspection Period shall be November 30, 2012.

Initial Deposit. The second and third sentences of the last paragraph of Section 2.2(c) are hereby deleted, amended and restated as follows:

“The Initial Deposit is non-refundable to Buyer effective on the Amendment Effective Date, unless: (a) Buyer’s conditions precedent to Closing set forth in Section 6.1 (a) are not satisfied or waived by Buyer, or (b) as otherwise provided in Section 3.1, or (c) if Buyer has not obtained a written commitment from a flag/brand hotel as described in Section 13.23 of the Agreement on or prior to the expiration of the Inspection Period (“Hotel Commitment”) and Buyer terminates the Agreement as provided in Section 7.2. Buyer agrees to promptly provide a copy of the Hotel Commitment to Seller when received by Buyer. If Buyer does not terminate the Agreement as provided in Section 7.2 of the Agreement and delivers the Additional Deposit to Escrow Agent as provided in Section 2.2 (a), the Deposit shall be non-refundable to Buyer unless Buyer’s conditions precedent to Closing set forth in Section 6.1 (a) are not satisfied (or waived by Buyer), or as otherwise provided in Section 3.1.”

Termination of Agreement. The last sentence of Section 7.2 of the Agreement is hereby deleted, amended and restated as follows:

“In the event Buyer terminates the Agreement pursuant to Section 7.2, the Agreement shall by null and void, the Initial Deposit shall be promptly delivered by Escrow Agent to Seller (unless Buyer has not obtained the Hotel Commitment by the expiration of the Inspection Period), and subject to Section 7.1 and 7.3 and Section 10 of the Agreement, the parties shall have no further rights or obligations hereunder. The parties agree that the initial Deposit shall be refunded by Escrow Agent to Buyer in the event that Buyer terminates the Agreement on or prior to the expiration of the Inspection Period pursuant to Section 7.2 and Buyer has not obtained the Hotel Commitment by such date.”

Permit Modification. The last sentence of Section 13.19 of the Agreement is hereby deleted, amended and restated as follows:

“Notwithstanding anything to the contrary in this Agreement, if Seller has not obtained the permit Modification on or before March 29, 2013, this Agreement shall automatically terminate, the Deposit shall be refunded to Buyer, and subject to Sections 7.1, 7.3 and 10, the parties shall have no further rights or obligations hereunder”.

Miscellaneous.

Ratification. The Agreement, as amended by this Amendment, is hereby ratified and affirmed.

Entire Agreement. The Agreement, as amended by this Amendment, contains the entire agreement of the parties with respect to the subject matter thereof and hereof, and all representations, warranties, inducements, promises or agreements, oral or otherwise, between the parties not embodied in the Agreement, as amended by this Amendment, shall be of no force or effect.

Conflict. In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall control.

Multiple Counterparts. This Amendment may be executed in a number of identical counterparts. If so executed, each of such counterparts shall be deemed an original for all purposes, and such counterparts shall, collectively, constitute one Amendment.

Facsimile or PDF Signatures. For purposes of this Amendment, signatures delivered by facsimile or as a PDF attached to an e-mail shall be as binding as originals upon the parties so signing.

Headings. The use of headings. Captions and number of the contents of particular sections are inserted only for the convenience of identifying and indexing various provisions in this Amendment and shall not be construed as a part of this Amendment or as a limitation on the scope of any of the terms or provisions of this Amendment.

Parties. This Amendment shall be binding upon the parties hereto and their respective successors and permitted assigns.

IN WITNESS WHEREOF, Seller and Buyer have executed this Amendment as of the date set forth above.

SELLER:

WCI COMMUNITIES, LLC,

a Delaware limited liability company

By: /s/ John Ferry

John Ferry, Vice President

Date: 11/29/2012

BUYER:

MLD, LLC,

a Delaware limited liability company

By: /s/ P.K. Smartt

Its: Managing Member

Date: 11/29/2012

EX-10.5 6 pivotal_10k-ex1005.htm SECOND AMENDMENT TO AGREEMENT

Exhibit 10.5

SECOND AMENDMENT TO

AGREEMENT OF SALE AND PURCHASE

[Perdido Key-Parcels B1 and A1 through A5]

THIS SECOND AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (herein called this “Amendment”) is made and entered into as of November XX, 2012 (“Amendment Effective Date”) by and between WCI COMMUNITIES, LLC, a Delaware limited liability company (herein called “Seller”); and MLD, LLC, a Delaware limited liability company (herein called “Buyer”).

WHEREAS, Seller and Buyer have executed and entered into that certain Agreement of Sale and Purchase dated effective as of June 22, 2012, as amended by First Amendment dated September 20, 2012 (as so amended by this Amendment, herein called the “Agreement”); and

WHEREAS, Seller and Buyer desire to amend the Agreement as set forth below.

Defined Terms: Defined and capitalized terms in this Amendment will have the same meaning as defined and capitalized in the Agreement, unless otherwise indicated in this Amendment.

Recitals: The recitals set forth above are true and correct and hereby incorporated in their entirety by reference.

Extension of the Inspection Period: Notwithstanding any of the terms and provisions set for the in the Agreement to the contrary, including, without limitation, Section 7.1 thereof, Seller and Buyer agree that the date of expiration of the Inspection Period shall be January 31, 2013 .

Miscellaneous.

Ratification. The Agreement, as amended by this Amendment, is hereby ratified and affirmed.

Conflict. In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall control.

Facsimile or PDF Signatures. For purposes of this Amendment, signatures delivered by facsimile or as a PDF attached to an e-mail shall be as binding as originals upon the parties so signing.

Parties. This Amendment shall be binding upon the parties hereto and their respective successors and permitted assigns.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, Seller and Buyer have executed this Amendment as of the date set forth above.

SELLER:

WCI COMMUNITIES, LLC,

a Delaware limited liability company

By: /s/ John Ferry, Vice President

Date: 11/29/2012

BUYER:

MLD, LLC,

a Delaware limited liability company

By: /s/ P.K. Smartt

Its: Managing Member

Date: 11/29/2012

EX-10.6 7 pivotal_10k-ex1006.htm THIRD AMENDMENT TO AGREEMENT

Exhibit 10.6

THIRD AMENDMENT TO

AGREEMENT OF SALE AND PURCHASE

[Perdido Key-Parcels B1 and A1 through A5]

THIS THRID AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (herein called this “Amendment”) is made and entered into as of January 30, 2013 (“Amendment Effective Date”), by and between WCI COMMUNITIES, LLC, A Delaware limited liability company (herein called “Seller”); and MLD, LLC, a Delaware limited liability company (herein called “Buyer”).

WHEREAS, Seller and Buyer have executed and entered into that certain Agreement of Sale and Purchase dated effective as of June 22, 2012, as amended by First Amendment dated September 20, 2012, as amended by Second Amendment dated November 30, 2012 (as so amended by this Amendment, herein called the “Agreement’); and

WHEREAS, Seller and Buyer desire to amend the Agreement as set forth below.

Defined Terms. Defined and capitalized terms in this Amendment will have the same meaning as defined and capitalized in the Agreement, unless otherwise indicated in this Amendment.

Recitals. The recitals set forth above are true and correct and hereby incorporated in their entirety by reference.

Miscellaneous.

Ratification. The agreement, as amended by this Amendment, is hereby ratified and affirmed.

Entire Agreement. The Agreement, as amended by this Amendment, contains the entire agreement of the parties with respect to the subject matter thereof and hereof, between the parties not embodied in the Agreement, as amended by this Amendment, shall be of no force or effect.

Conflict. In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall control.

Multiple Counterparts. This Amendment may be executed in a number of identical counterparts. If so executed, each of such counterparts shall be deemed an original for all purposes, and all such counterparts shall, collectively, constitute one Amendment.

Facsimile or PDF Signatures. For purposes of this Amendment, signatures delivered by facsimile or as a PDF attached to an e-mail shall be as binding as originals upon the parties signing.

Headings. The use of headings, captions and numbers of the contents of particular sections are inserted only for the convenience of identifying and indexing various provisions in this Amendment and shall not be construed as a part of this Amendment or as a limitation on the scope of any of the terms or provisions of this Amendment.

Parties. This Amendment shall be binding upon the parties hereto and their respective successors and permitted assigns.

IN WITNESS WHEREOF, Seller and Buyer have executed this Amendment as of the date set forth above.

SELLER;

WCI COMMUNITIES, LLC

A Delaware limited liability company

By: /s/ John Ferry

John Ferry, Vice President

Date: 30, January 2013

BUYER:

MLD, LLC,

A Delaware limited liability company

By: /s/ P.K. Smartt

Its Managing Member

Date: 30, January 2013

EX-10.7 8 pivotal_10k-ex1007.htm FOURTH AMENDMENT TO AGREEMENT

Exhibit 10.7

FOURTH AMENDMENT TO

AGREEMENT OF SALE AND PURCHASE

(Perdido Key Parcels B1 and A1 through A5)

THIS FOUTH AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (herein called this “Amendment”) is made and entered into as of March 29, 2013 (“Amendment Effective Date”), by and between WCI COMMUNITIES, LLC, a Delaware limited liability company (herein called “Seller”); and MLD, LLC, a Delaware limited liability company (herein called “Buyer”).

WHEREAS, Seller and Buyer have executed and entered into that certain Agreement of Sale and Purchase dated effective as of June 22, 2012, as amended by First Amendment dated September 20, 2012 (the “First Amendment”), as amended by Second Amendment dated November 30, 2012 (the “Second Amendment”), as amended by Third Amendment date January 30, 2013 (the “Third Amendment”) (as so amended by this Amendment, herein called the “Agreement”) and

WHEREAS, Seller and Buyer desire to amend the Agreement as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows:

Defined Terms. Defined and capitalized terms in this Amendment will have the same meaning as defined and capitalized in the Agreement, unless otherwise indicated in this Amendment.

Recitals. The recitals set forth above are true and correct and hereby incorporated in their entirety by reference.

Permit Modification. The last sentence of Section 13.19 of the Agreement and Section 4 of the First Amendment are hereby deleted, amended and restated as follows:

“Notwithstanding anything to the contrary in this Agreement, if Seller has not obtained the Permit Modification on or before June 28, 2013, this Agreement shall automatically terminate, the Deposit shall be refunded to Buyer, and subject to Section 7.1, 7.3 and 10, the parties shall have no further rights or obligations hereunder”.

Miscellaneous.

Ratification. The Agreement, as amended by this Amendment, is hereby ratified and affirmed.

Entire Agreement. The agreement, as amended by this Amendment, contains the entire agreement of the parties with respect to the subject matter thereof and hereof and all representations, warranties, inducement, promises or agreements, oral or otherwise, between the parties not embodied in the Agreement, as amended by this Amendment, shall be of no force or effect.

Conflict. In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall control.

Multiple Counterparts. This Amendment may be executed in a number of identical counterparts. If so executed, each of such counterparts shall be deemed an original for all purposes and all such counterparts shall, collectively, constitute one Amendment.

Facsimile or PDF Signatures. For purposes of this Amendment, signatures delivered by facsimile or as a PDF attached to an email shall be as binding as originals upon the parties so signing.

Headings. The use of headings, caption and numbers of the contents of particular sections are inserted only for the convenience of indentifying and indexing various provisions in this Amendment and shall not be construed as a part of this Amendment or as a limitation on the scope of any of the terms or provisions of this Amendment.

Parties. This Amendment shall be binding upon the parties hereto and their respective successors and permitted assigns.

IN WITNESS WHEREOF, Seller and Buyer have executed this Amendment as of the date set forth above.

SELLER:

WCI COMMUNITIES, LLC,

a Delaware limited liability company

By: /s/ John Ferry________________________

John Ferry, Vice President

Date: 29 March 2013

BUYER:

MLD, LLC

a Delaware limited liability company

By: /s/ P.K. Smartt________________________

It’s Managing Member

Date: 29 March 2013

EX-10.8 9 pivotal_10k-ex1008.htm ENGAGEMENT AGREEMENT WITH TIBER CREEK

Exhibit 10.8

AGREEMENT setting forth the terms and conditions upon which TIBER CREEK CORPORATION ("Tiber Creek") is engaged by P. K. SMARTT to effect transactions ("the Transactions") intended to combine a company to be chosen by P. K. Smartt (the "Target Company") with a United States reporting company ("the Reporting Company") and for related matters.

1. SERVICES PROVIDED.

Following its engagement, Tiber Creek and its affiliates will:

1.1. Discuss with P.K. Smartt the structure of the Transactions and actions to be taken by the Target Company in preparation for the completion of the Transactions;

1.2. Transfer control of the Reporting Company to P.K. Smartt.

1.3. Prepare the agreement for the acquisition of the Target Company by the Reporting Company by merger, stock-for-stock exchange or stock-for-asset exchange as directed by the Target Company ("Business Combination Agreement");

1.4. Combine the Target Company with the Reporting Company ("the Business Combination");

1.5. Prepare and file with the Securities and Exchange Commission Forms 8-K describing the change in control of the Reporting Company and the Business Combination, as each occurs;

1.6. Following the Business Combination, prepare and file with the Securities and Exchange Commission an appropriate form of registration statement under the Securities Act of 1933 ("Registration Statement") and all required amendments registering such securities of the Reporting Company as the Target Company shall designate;

1.7. Provide for the filing by a market maker of a Form 15c-211 for the quotation or listing of the Reporting Company's securities for public trading on stock exchanges for which its securities are then eligible;

1.8. Assist in establishing and maintaining relationships with market makers and broker-dealers.

1.9. Take other actions appropriate to completion of the Transactions as contemplated by this agreement.

2. BUSINESS COMBINATION.

2.1. Tiber Creek will provide, at its expense, the Reporting Company, which will have audited financial statements showing no material assets or liabilities, which will have registered its common stock under §12(g) of the Securities Exchange Act of 1934 ("the 1934 Act"), and which will be current in its reporting requirements under §13 of the 1934 Act.

AGREEMENT WITH TIBER CREEK CORPORATION

PAGE NUMBER 2

2.2. The Reporting Company will have authorized capital of 100,000,000 shares of common stock, $.0001 par value per share, and 20,000,000 shares of preferred stock, $.0001 par value per share, of which 20,000,000 common shares have been issued and no preferred shares.

2.3. Upon the change in control of the Reporting Company there will be issued to the Target Company the amount of common stock and other securities of the Reporting Company as shall be designated by the Target Company. The officers and directors selected by the Target Company will become the officers and directors of the Reporting Company. The name of the Reporting Company following the change in control will be chosen by the Target Company.

2.4. The existing shareholders of the Reporting Company will retain 500,000 common shares of the Reporting Company or 2.5% of the common shares outstanding at time of filing the Registration Statement, whichever is greater ("the Shareholder Shares"). The Shareholder Shares shall be included in the Registration Statement.

2.5. The Reporting Company will not at any time take or allow any action (whether by reverse stock split or otherwise) which would have the effect of reducing the absolute number of the Shareholder Shares.

2.6. Nothing in this agreement shall prevent the Reporting Company from diluting the stock ownership of Tiber Creek by issuing additional common stock to other persons at any time.

3. PAYMENTS.

In full satisfaction for the services of Tiber Creek and its affiliates in regard to the Transactions described in section 1 of this agreement, P.K. Smartt will pay to Tiber Creek the amount of $205,000 upon the execution of this agreement. All payments will be deemed earned when paid or due to Tiber Creek and are non-refundable.

4. EXPENSES.

4.1. Tiber Creek will bear its expenses incurred in regard to the Transactions, including, without limitation, travel, telephone, duplication costs, and postage.

4.2. P.K. Smartt will pay his own and third-party expenses (other than those of Tiber Creek) including, without limitation, Federal, state and stock exchange filing fees, underwriting and market making costs, corporate financial relations, accounting fees, duplicating costs and other expenses of the Reporting Company. Tiber Creek will not incur any expenses on behalf of the Reporting Company unless permitted to do so in writing.

5. AFFILIATES.

5.1. In order to better carry out the Transactions, Tiber Creek may assign the performance of all or parts of this agreement to one or more of its affiliates or other persons, and pay such affiliates or other persons from the amounts received by Tiber Creek under this agreement. An assignment will not relieve Tiber Creek of any of its obligations under this agreement.

AGREEMENT WITH TIBER CREEK CORPORATION

PAGE NUMBER 3

5.2. P.K. Smartt understands that legal services arising from this agreement will be performed by the law firm of Cassidy & Associates, which is an affiliate of Tiber Creek. Tiber Creek will pay all costs and expenses of Cassidy & Associates.

6. UNDERSTANDINGS OF THE TARGET COMPANY AS A REPORTING COMPANY.

The Target Company agrees that it will timely take all steps necessary to complete the Transactions to include, without limitation, causing audited financial statements to be prepared in proper form for the Target Company; obtaining consents of the Board of Directors and the shareholders of the Target Company, as required; causing all necessary documents to be properly and timely prepared, executed, approved or ratified, and filed, as appropriate; making timely and fully all required payments related to the registration and listing of the Reporting Company's securities for public trading, including filing fees; and timely taking all other actions reasonably required of it to complete the Transactions.

7. PERFORMANCE OF SERVICES BY OTHERS.

From time to time, the achievement of certain results desired by the Reporting Company, including the promotion of interest in its public securities, may be enhanced by the services of other parties. These parties may include consultants, advertising agencies, financial analysts and similar persons who may, directly or indirectly, assist in creating interest in the Reporting Company's securities. All compensation, costs and expenses of such parties, if engaged by the Reporting Company, will be borne by it.

8. ACTIONS AND UNDERSTANDINGS FOLLOWING THE BUSINESS COMBINATION.

8.1. P.K. Smartt and the Target Company understand the obligations and responsibilities that will arise in regard to its becoming a reporting company and the trading of its securities in the public market. P K Smartt and the Target Company understand that in order to achieve the greatest market interest in its securities it, its officers and its directors, all or some, will be required to continuously interact with the financial community. This interaction will include, without limitation, timely filing of reports under the Securities Exchange Act of 1934, including audited financial statements; annual reports to shareholders and shareholder meetings; issuing periodic press releases; and meetings and discussions with existing and prospective brokers, market makers, investment bankers and institutions.

8.2. P.K. Smartt understands that the completion of the Transactions will not, in itself, result in capital investment in the Reporting Company. The public status of the Reporting Company and its introduction to market makers and others in the financial community may result in investment interest. However, investment interest will depend upon the success of the Reporting Company, market conditions and other factors over which neither Tiber Creek nor its affiliates have any control.

AGREEMENT WITH TIBER CREEK CORPORATION

PAGE NUMBER 4

8.3. P.K. Smartt understands that the ultimate judgement of the financial community of the investment merits of the Reporting Company will depend upon the Reporting Company's ability to successfully carry out its business plans and operations, to operate at a profit and similar business considerations.

8.4. P.K. Smartt understands that the first trading in the Reporting Company's securities may be limited, and that to increase the amount, depth and market price of its securities will require both time and effort by the Reporting Company to develop relations with market makers and to create strong and stable trading of the Reporting Company's securities.

9. COMPLIANCE WITH SECURITIES LAW.

Under the securities laws:

9.1. The Target Company and its affiliates will need to furnish all information and documents concerning it and its affiliates required for the preparation and filing of the Registration Statement by the Reporting Company which information must be complete and accurate and not contain any material misstatement or omit any material information.

9.2. The Reporting Company must at all times observe and comply with Federal and state securities laws, rules and regulations incident to the issuance and trading of its securities and must take all steps reasonably required within its control to prohibit any persons, whether or not affiliated with the Reporting Company, from engaging in any transactions in contravention of such laws, rules and regulations.

9.3. P.K. Smartt, the Target Company and its affiliates must not at any time knowingly engage in any activity which would constitute a prohibited market manipulation of the securities of the Reporting Company and will need to take all steps reasonably required within its control to prohibit any officer, director, other affiliate, agent or employee from engaging in such conduct.

9.4. The Reporting Company should not issue any securities to any person for the promotion or maintenance of a trading market in the Reporting Company's securities without first receiving an opinion of qualified counsel that such issuance will be in accord with securities laws, rules and regulations and should not, directly or indirectly, receive from such persons any capital by loan, investment or otherwise resulting from the sale or pledge of such securities.

10. NOTICES.

Any notices required or permitted under this agreement shall be deemed to have been given when delivered in writing by hand, certified mail (return receipt requested) or commercial courier, such as FedEx, to the following addresses or to such other addresses as may have been given to each party in the manner provided for in this paragraph.

AGREEMENT WITH TIBER CREEK CORPORATION

PAGE NUMBER 5

In the case of P. K. Smartt to

P. K. Smartt

3145 Green Valley Road

Birmingham, Alabama 35243

In the case of Tiber Creek to

Tiber Creek Corporation

9454 Wilshire Boulevard, Suite 612

Beverly Hills, California 90212

11 . DISPUTES.

11.1. Any disputes between the parties arising from this agreement (except for requests for equitable or injunctive relief), whether directly or indirectly, and based upon any cause or causes of action, shall be decided by the American Arbitration Association within Los Angeles County, California or such other place where Tiber Creek may then have its headquarters provided only that such place shall be within the United States. Each party shall pay its own costs of arbitration, including its attorneys' fees. Any award or decision by the American Arbitration Association shall be final, binding and non-appealable. The provisions of this paragraph shall survive the termination of this agreement for any reason.

11.2. This section shall apply to claims against any officer, director, agent or affiliate of either party provided only that such person shall consent to the terms of arbitration contained herein.

12. CONFIDENTIALITY.

As a result of entering into this agreement the parties might have access to information which the parties regard as confidential and proprietary. The parties agree that neither will, except as reasonably required pursuant to this agreement, use itself, or divulge, furnish, or make accessible to any person any confidential knowledge, knowhow, techniques, or information with respect to the other party unless agreed to in writing by that party.

13. TERMINATION.

13.1. Tiber Creek may terminate this agreement at its election, without further obligation or liability, at any time (i) that Tiber Creek has a reasonable basis to believe that any aspect of the Transactions would constitute a fraud or deception on the market or (ii) that P.Smartt fails to meet its obligations under this agreement in a manner which would constitute a material breach.

13.2. P.K. Smartt may terminate this agreement at its election, without further obligation or liability, at any time that Tiber Creek fails to meet its obligations under this agreement in a manner which would constitute a material breach.

AGREEMENT WITH TIBER CREEK CORPORATION

PAGE NUMBER 6

13.3. In the case of any claim of a material breach the party claimed against shall have 5 days following notice of a claim to cure such breach unless such breach, by its nature, cannot be cured.

14. MISCELLANEOUS.

14.1. COVENANT OF FURTHER ASSURANCES. The parties agree to take any further actions and to execute any further documents which may from time to time be necessary or appropriate to carry out the purposes of this agreement.

14.2. SCOPE OF AGREEMENT. This agreement constitutes the entire understanding of the parties. No undertakings, warranties or representations have been made other than as contained herein, and no party shall assert otherwise. This agreement may not be changed or amended orally.

14.3. CURRENCY. All references to currency in this agreement are to United States Dollars.

14.4. REVIEW OF AGREEMENT. Each party acknowledges that it has had time to review this agreement and, as desired, consult with counsel. In the interpretation of this agreement, no adverse presumption shall be made against any party on the basis that it has prepared, or participated in the preparation of, this agreement.

14.5. RATIFICATION BY THE REPORTING COMPANY. The parties will cause the Reporting Company to ratify and accept this agreement so that it constitutes a binding obligation between the Reporting Company and Tiber Creek according to its terms.

15. EFFECTIVE DATE.

The effective date of this agreement is November 22, 2011.

IN WITNESS WHEREOF, the parties have approved and executed this agreement.

TIBER CREEK CORPORATION

/s/ James M. Cassidy



P.K. SMARTT

/s/ P. K. Smartt
President

AGREEMENT WITH TIBER CREEK CORPORATION

PAGE NUMBER 7

WARRANTIES BY OFFICERS, DIRECTORS AND OTHER AFFILIATES

Each of the undersigned officers, directors and other affiliates of P.K. Smartt, M. Duane Lewis, and Tom Moore agree that they have read this agreement and that they (i) will not violate any of the provisions of this agreement relating to compliance with securities laws, rules and regulations (ii) will not violate any provision of this agreement relating to confidentiality of the business of Tiber Creek and (iii) consent to be governed by the provisions of this agreement relating to disputes in the case of any claims arising from their warranties.

	/s/ P. K. Smartt
	P.K. Smartt


	/s/ M. Duane Lewis
	M. Duane Lewis


	/s/ Tom Moore
	Tom Moore

PERSONAL GUARANTEES

In consideration of benefits to be received by P.K. Smartt, M. Duane Lewis, and Tom Moore, and to them personally, the following persons, individually and severally, (i) guarantee all payments required of the parties under this agreement as and when due (ii) covenant to take all actions and do all things reasonably required to carry out the intent and purpose of this agreement, whether as officers, directors, shareholders or otherwise and (iii) consent to be governed by the provisions of this agreement relating to disputes in the case of an /Claims arising from their personal guarantees.

	/s/ P. K. Smartt
	P.K. Smartt


	/s/ M. Duane Lewis
	M. Duane Lewis


	/s/ Tom Moore
	Tom Moore

EX-21.1 10 pivotal_10k-ex2101.htm LIST OF SUBSIDIARIES

Exhibit 21.1

Pivotal Group Inc.

List of Subsidiaries

1. PKCCR, LLC

EX-31.1 11 pivotal_10k-ex3101.htm CERTIFICATION

Exhibit 31.1

Certification

I, Malcolm Duane Lewis, certify that:

1. I have reviewed this annual report on Form 10-K of Pivotal Group Inc. for the year ended December 31, 2012;

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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) 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

(d) 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 registrant’s 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: April 12, 2013

/s/ Malcolm Duane Lewis

Malcolm Duane Lewis, President

(Principal Executive Officer)

EX-31.2 12 pivotal_10k-ex3102.htm CERTIFICATION

Exhibit 31.2

Certification

I, P.K. “Lanny” Smartt, certify that:

1. I have reviewed this annual report on Form 10-K of Pivotal Group Inc. for the year ended December 31, 2012;

(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: April 12, 2013

/s/ P.K. “Lanny” Smartt

P.K. “Lanny” Smartt, Treasurer

(Principal Financial Officer)

EX-32.1 13 pivotal_10k-ex3201.htm CERTIFICATION

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Pivotal Group Inc. (the “Company”) on Form 10-K for the year ended December 31, 2012, as filed with the Securities and Exchange Commission (the “Report”), the undersigned principal executive officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(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 results of operations of the Company.

Date: April 12, 2013

/s/ Malcolm Duane Lewis

Malcolm Duane Lewis, President

(Principal Executive Officer)

EX-32.2 14 pivotal_10k-ex3202.htm CERTIFICATION

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Pivotal Group Inc. (the “Company”) on Form 10-K for the year ended December 31, 2012, as filed with the Securities and Exchange Commission (the “Report”), the undersigned principal financial officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(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 results of operations of the Company.

Date: April 12, 2013

/s/ P.K. “Lanny” Smartt

P.K. “Lanny” Smartt, Treasurer

(Principal Financial Officer)

EX-101.INS 15 pivo-20121231.xml XBRL INSTANCE FILE 0001522214 2012-01-01 2012-12-31 0001522214 2012-12-31 0001522214 2011-12-31 0001522214 2011-01-01 2011-12-31 0001522214 2010-12-31 0001522214 us-gaap:CommonStockMember 2012-01-01 2012-12-31 0001522214 us-gaap:CommonStockMember 2011-12-31 0001522214 us-gaap:CommonStockMember 2012-12-31 0001522214 us-gaap:AdditionalPaidInCapitalMember 2012-01-01 2012-12-31 0001522214 us-gaap:AdditionalPaidInCapitalMember 2011-12-31 0001522214 us-gaap:AdditionalPaidInCapitalMember 2012-12-31 0001522214 us-gaap:RetainedEarningsMember 2012-01-01 2012-12-31 0001522214 us-gaap:RetainedEarningsMember 2012-12-31 0001522214 2012-06-30 0001522214 2013-04-01 0001522214 2011-12-19 2012-12-31 0001522214 us-gaap:CommonStockMember 2011-12-18 0001522214 us-gaap:AdditionalPaidInCapitalMember 2011-12-18 0001522214 2011-12-18 0001522214 PIVO:PivotalGroupMember 2012-01-01 2012-12-31 0001522214 PIVO:PKCCRLLCMember 2012-01-01 2012-12-31 0001522214 PIVO:ProFormaConsolidatedMember 2012-01-01 2012-12-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares Pivotal Group Inc. 0001522214 10-K 2012-12-31 false --12-31 No No Yes Smaller Reporting Company 2012

0.0001

.0001

20000000

0.0001

.0001

500000000

-334257

Pivotal Group Inc. (a Delaware Corporation) (Pivotal or the Company), formerly known as Driftwood Acquisition Corporation (Driftwood), was incorporated on April 20, 2011 and was formed to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. As described in Note 2 below, Pivotal completed a merger transaction with PKCCR, LLC (a Florida limited liability company) (PKCCR) on August 24, 2012. As discussed in Note 2, the merger transaction is treated as a reverse acquisition with PKCCR as the accounting acquirer. The Company hereafter refers to the legal parent, Pivotal, and its wholly owned subsidiary, PKCCR. The Company has not commenced operations and, in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 915, Development Stage Entities, is considered a development stage company.   On January 30, 2012, the shareholders and the Board of Directors of Driftwood unanimously approved the change of the Companys name to Pivotal Group Inc. and filed such change with the State of Delaware. On February 1, 2012, new officers and directors were appointed and elected and the prior officers and directors resigned, resulting in the change of control of the company.   The Company has entered into a contract to acquire land for the Companys planned development of Perdido Key conference center and resort and intends to manage all goods and services pertaining to this project. Pivotal plans to partner with travel agencies to help promote and schedule tour groups, align with local convention and visitors bureaus to assist in targeting new and existing business travel opportunities and work closely with meeting and event planners to attract conferences, tradeshows, association meetings, tournaments and special events.   No assurances can be given that Pivotal will be successful in developing the Perdido Key conference center and resort.

On August 24, 2012, Pivotal entered into a Stock Exchange Agreement with PKCCR to acquire PKCCR in a stock-for-stock transaction (the Acquisition). The Acquisition was effected by Pivotal through the exchange of all of the outstanding membership interests of PKCCR for 5,000,000 shares of common stock of Pivotal. All of the outstanding membership interests of PKCCR were formerly owned by its sole member Lanny Smartt, who also serves as an officer and director of Pivotal. Upon completion of the transaction, the primary shareholder of PKCCR became the controlling shareholder of Pivotal, thus the acquisition was accounted for as a reverse merger for accounting purposes. As a result of the Acquisition, PKCCR has become a wholly owned subsidiary of Pivotal and Pivotal (as the sole current member of PKCCR) has taken over the operations and business plan of PKCCR.   The following unaudited pro forma consolidated statement of operations aggregates the statements of operations of Pivotal and of PKCCR as of December 31, 2012, accounting for the transaction as a reverse merger with Pivotal, Inc. as the surviving company, giving effect to the transactions, as if the transaction had occurred as of January 1, 2012.   Pivotal Group Inc. (formerly known as Driftwood Acquisition Corporation) (a Development Stage Company) Consolidated Statements of Operations (Unaudited)    <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="padding-left: 10pt; text-indent: -10pt"> </td><td style="color: black"> </td> <td colspan="2" style="color: black; text-align: center; border-bottom: Black 1pt solid">Pivotal Group, Inc. For the Year Ended December 31, 2012</td><td style="color: black"> </td><td style="color: black"> </td> <td colspan="2" style="color: black; text-align: center; border-bottom: Black 1pt solid">PKCCR, LLC For the Year Ended December 31, 2012</td><td style="color: black"> </td><td style="color: black"> </td> <td colspan="2" style="color: black; text-align: center; border-bottom: Black 1pt solid">Pro Forma Adjustments</td><td style="color: black"> </td><td style="color: black"> </td> <td colspan="2" style="color: black; text-align: center; border-bottom: Black 1pt solid">Pro forma Consolidated For the Twelve Months Ended December 31, 2012</td><td style="color: black"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 10pt; text-indent: -10pt"> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td style="color: black; text-align: left; padding-left: 10pt; text-indent: -10pt">Revenues</td><td style="color: black"> </td> <td style="border-bottom: Black 1pt solid; color: black; text-align: left">$</td><td style="border-bottom: Black 1pt solid; color: black; text-align: right"></td><td style="color: black; text-align: left"> </td><td style="color: black"> </td> <td style="border-bottom: Black 1pt solid; color: black; text-align: left">$</td><td style="border-bottom: Black 1pt solid; color: black; text-align: right"></td><td style="color: black; text-align: left"> </td><td> </td> <td style="border-bottom: Black 1pt solid; text-align: left">$</td><td style="border-bottom: Black 1pt solid; text-align: right"></td><td style="text-align: left"> </td><td style="color: black"> </td> <td style="border-bottom: Black 1pt solid; color: black; text-align: left">$</td><td style="border-bottom: Black 1pt solid; color: black; text-align: right"></td><td style="color: black; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="color: black; text-align: left; padding-left: 10pt; text-indent: -10pt"> </td><td style="color: black"> </td> <td style="color: black; text-align: left"> </td><td style="color: black; text-align: right"> </td><td style="color: black; text-align: left"> </td><td style="color: black"> </td> <td style="color: black; text-align: left"> </td><td style="color: black; text-align: right"> </td><td style="color: black; text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td style="color: black"> </td> <td style="color: black; text-align: left"> </td><td style="color: black; text-align: right"> </td><td style="color: black; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td style="width: 44%; color: black; text-align: left; padding-left: 10pt; text-indent: -10pt">Operating expenses</td><td style="width: 2%; color: black"> </td> <td style="width: 1%; border-bottom: Black 1pt solid; color: black; text-align: left">$</td><td style="width: 10%; border-bottom: Black 1pt solid; color: black; text-align: right">234,501</td><td style="width: 1%; color: black; text-align: left"> </td><td style="width: 2%; color: black"> </td> <td style="width: 1%; border-bottom: Black 1pt solid; color: black; text-align: left">$</td><td style="width: 10%; border-bottom: Black 1pt solid; color: black; text-align: right">108,027</td><td style="width: 1%; color: black; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; border-bottom: Black 1pt solid; text-align: left"> </td><td style="width: 10%; border-bottom: Black 1pt solid; text-align: right"> </td><td style="width: 1%; text-align: left"> </td><td style="width: 2%; color: black"> </td> <td style="width: 1%; border-bottom: Black 1pt solid; color: black; text-align: left">$</td><td style="width: 10%; border-bottom: Black 1pt solid; color: black; text-align: right">342,528</td><td style="width: 1%; color: black; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-indent: -10pt"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td style="color: black; text-align: left; padding-left: 10pt; text-indent: -10pt">Net loss</td><td style="color: black"> </td> <td style="border-bottom: Black 2.5pt double; color: black; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; color: black; text-align: right">(234,501</td><td style="color: black; text-align: left">)</td><td style="color: black"> </td> <td style="border-bottom: Black 2.5pt double; color: black; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; color: black; text-align: right">(108,027</td><td style="color: black; text-align: left">)</td><td style="color: black"> </td> <td style="border-bottom: Black 2.5pt double; color: black; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; color: black; text-align: right"></td><td style="color: black; text-align: left"> </td><td style="color: black"> </td> <td style="border-bottom: Black 2.5pt double; color: black; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; color: black; text-align: right">(342,528</td><td style="color: black; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-indent: -10pt"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td style="color: black; text-align: left; padding-left: 10pt; text-indent: -10pt">Net loss per common share - basic and diluted</td><td style="color: black"> </td> <td style="border-bottom: Black 2.5pt double; color: black; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; color: black; text-align: right">(0.02</td><td style="color: black; text-align: left">)</td><td style="color: black"> </td> <td style="border-bottom: Black 2.5pt double; color: black; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; color: black; text-align: right"></td><td style="color: black; text-align: left"> </td><td style="color: black"> </td> <td style="border-bottom: Black 2.5pt double; color: black; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; color: black; text-align: right"></td><td style="color: black; text-align: left"> </td><td style="color: black"> </td> <td style="border-bottom: Black 2.5pt double; color: black; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; color: black; text-align: right">(0.03</td><td style="color: black; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-indent: -10pt"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td style="color: black; text-align: left; padding-left: 10pt; text-indent: -10pt">Weighted average common shares outstanding - basic and diluted</td><td style="color: black"> </td> <td style="border-bottom: Black 2.5pt double; color: black; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; color: black; text-align: right">11,776,164</td><td style="color: black; text-align: left"> </td><td style="color: black"> </td> <td style="border-bottom: Black 2.5pt double; color: black; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; color: black; text-align: right"></td><td style="color: black; text-align: left"> </td><td style="color: black"> </td> <td style="border-bottom: Black 2.5pt double; color: black; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; color: black; text-align: right"></td><td style="color: black; text-align: left"> </td><td style="color: black"> </td> <td style="border-bottom: Black 2.5pt double; color: black; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; color: black; text-align: right">11,776,164</td><td style="color: black; text-align: left"> </td></tr> </table>

These financial statements have been prepared by the Company in accordance with U.S. generally accepted accounting principles (US GAAP) for annual financial information, as well as the instructions to Form 10-K. Accordingly, they include all of the information and notes required by US GAAP for complete financial statements.   a)   Principles of Consolidation   The consolidated financial statements include the accounts and operations of Pivotal from the date of the reverse merger, August 24, 2012, through December 31, 2012 and the accounts of PKCCR from inception on December 19, 2011 to December 31, 2012. All significant intercompany balances and transactions have been eliminated in consolidation.   b)   Use of Estimates   The preparation of financial statements, in conformity with US GAAP, requires management to make judgments, estimates, and assumptions that could affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company based its estimates and assumptions on historical experience and on various other assumptions we believed to be applicable, and evaluated them on an on-going basis to ensure they remain reasonable under current conditions. Actual results could differ significantly from those estimates.   c)   Concentration of Risk   Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have any cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2012 and December 31, 2011.   d)   Contributed Services   In the event that the Company lacks the cash resources to compensate its management team, management may elect to contribute the estimated fair value of those services to additional paid in capital. During the year ended December 31, 2012, management elected to not be compensated for the time they worked helping the Company to get started and to raise capital. Management estimated that the value of the services contributed in 2012 was $187,500 for 2012. The Company did not record any value for services contributed in 2011 as the Company was only in operation for 12 days and the estimated fair value of the services contributed was De minimis.   e)   Income Taxes   Under ASC 740, Income Taxes, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2012 and December 31, 2011, there were no deferred taxes.   f)   Loss Per Common Share   Basic earnings or loss per common share is computed on the basis of the weighted average number of shares outstanding during the periods. Diluted earnings or loss per common share is calculated on the basis of the weighted average number of common shares outstanding during the period plus the effect of potential dilutive shares during the period. Potential dilutive shares include outstanding stock options and warrants and convertible debt instruments. For periods in which a net loss is reported, potential dilutive shares are excluded because they are antidilutive. Therefore, basic loss per common share is the same as diluted loss per common share for the years ended December 31, 2012 and 2011.   g)   Fair Value of Financial Instruments   The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).   The three levels of the fair value hierarchy are as follows:   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 24px"> </td> <td style="width: 24px; font: 8pt/115% Calibri, Helvetica, Sans-Serif">·</td> <td style="font: 8pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify">Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.</td></tr> <tr style="vertical-align: top"> <td> </td> <td style="font: 8pt/115% Calibri, Helvetica, Sans-Serif">·</td> <td style="font: 8pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify">Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.</td></tr> <tr style="vertical-align: top"> <td> </td> <td style="font: 8pt/115% Calibri, Helvetica, Sans-Serif">·</td> <td style="font: 8pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify">Level 3 inputs are unobservable inputs for the asset or liability.</td></tr> </table>   The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety.   h)   Recent Accounting Pronouncements   In July, 2012 the FASB issued ASU 2012-02, IntangiblesGoodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. This ASU gives an entity the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test for indefinite-lived intangible assets other than goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The Company does not expect the adoption of this standard to have a material impact on the Companys consolidated financial statements.   In February 2012, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This ASU requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. generally accepted accounting principles (GAAP) to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. Public companies are required to comply with the requirements of ASU 2013-02 for all reporting periods (interim and annual) beginning after December 15, 2012. The Company does not expect the adoption of this standard to have a material impact on the Companys consolidated financial statements for the year ended December 31, 2013.

The Company has an accumulated deficit of $334,257 as of December 31, 2012. The Company does not have positive cash flow from operating activities and its ability to continue as a going concern is dependent on obtaining additional financing or the continuing financial support of its stockholders and other related parties. These conditions raise substantial doubt about the Companys ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. The Company plans to obtain additional financing through the sale of equity or debt securities in order to finance operations until it can generate positive cash flows from operating activities. There can be no assurance that the Company will be successful in its efforts to obtain financing through sale of equity or debt securities. If the Company is not able to obtain additional financing, it will be unable to construct the Perdido Key conference center and resort and bring it to an operational state and will be required to cease operations.

In April 2012, MLD, LLC, a Delaware limited liability company (MLD), entered into a Vacant Land Contract (Original Land Contract) with WCI Communities, LLC, a Delaware limited liability company (WCI), regarding the purchase of several parcels of land totaling two acres of beachfront land and 48 acres of adjacent property on Perdido Key Drive. The land represents the property that would be used to construct PKCCR.   The purchase price (pursuant to the Original Land Contract of April 2012) was $15.9 million, consisting of an initial $5,000 deposit, $95,000 to be payable by a second deposit, and the remainder of $15.8 million at the closing of the transaction. The Company paid the first deposit amount. From July to December 2012, the Company paid a total of $40,000 in earnest money deposits towards the land purchase. The funds for the deposit were obtained through an advance made to PKCCR, LLC by Mr. Smartt, the sole member of PKCCR, LLC.   Effective June 22, 2012, MLD entered into a new agreement for the purchase of the land, an Agreement for the Sale and Purchase of Real Property (New Land Contract). Subsequently, on June 30, 2012, MLD conveyed and assigned its interests and rights in the Original Land Contract to PKCCR, LLC. The New Land Contract supersedes the previous Original Land Contract and specifies that the purchase price for the land will be $9.75 million. The $45,000 deposits made by the Company in connection with the Original Land Contract was transferred and credited toward the purchase price under the New Land Contract. In January 2013 an additional $5,000 was paid toward the purchase price. Within two business days after the expiration of the Companys right to inspect the physical and other conditions of or with respect to the land (the Inspection Period), the Company is required to deliver an additional $150,000 to the seller. The balance of $9,550,000 is due upon closing; which is required to be held within 30 days after the seller obtains (i) a permit to extend and modify the Army Corps of Engineers permit for the Lost Key Community (the Permit Modification), (ii) a transfer from the county approving the transfer of an aggregate of 250 hotel units to the portion of the property to be developed by the Company, and (iii) a height variance from the county approving a height of up to 28 stories. In the event the Permit Modification is not obtained within the designated time frame, the New Land Contract will automatically terminate. The parties have entered into the following amendments to the New Land Contact:   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 24px"> </td> <td style="width: 24px; font: 8pt/115% Calibri, Helvetica, Sans-Serif">·</td> <td style="font: 8pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify">The first amendment dated September 20, 2012, extended the Inspection Period to November 30, 2012; </td></tr> </table>   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 24px"> </td> <td style="width: 24px; font: 8pt/115% Calibri, Helvetica, Sans-Serif">·</td> <td style="font: 8pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify">The second amendment dated November 29, 2012, MLD extended the Inspection Period to January 31, 2013;</td></tr> </table>   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 24px"> </td> <td style="width: 24px; font: 8pt/115% Calibri, Helvetica, Sans-Serif">·</td> <td style="font: 8pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify">The third amendment dated January 30, 2013, extends the Inspection Period to May 1, 2013; and </td></tr> </table>   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 24px"> </td> <td style="width: 24px; font: 8pt/115% Calibri, Helvetica, Sans-Serif">·</td> <td style="font: 8pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify">The fourth amendment dated March 29, 2013, extends the Permit Modification date to June 28, 2013.</td></tr> </table>   Based upon the current status of sellers requirements for closing and the obligation of the Company to secure funding for the remaining balance of the purchase price, management anticipates that closing could occur in July 2013. The Company has been in negotiations with a California based hedge fund for the funding of the Perdido Key project in an amount of $120 million. The Company expects to finalize and execute agreements for funding developments during the second quarter of 2013. In the event that the negotiations with the hedge fund break down, the Company will reach out to other hedge funds with whom it had previously had began discussions regarding financing.   The sole member and officer of MLD is Mr. Smartt, who is also an officer and director of the Company and the sole member and officer of PKCCR, LLC.

In December 2011, the Company prepaid $125,000 to Tiber Creek Corporation for professional services to assist the Company with merging PKCCR into Pivotal Group Inc., a public reporting company. The merger was completed August 24, 2012 and is more fully described in Note 2.   For the period ending December 31, 2012, $100,000 of the professional services were expensed for the year.

The Company borrowed $162,902 from Lanny Smartt, its Secretary, Treasurer and Director, which was used to make the prepayment for professional services related to the merger, make an earnest money deposit towards purchasing the land as indicated above in Note 5, and fund continuing operations. This related party payable is non-interest bearing, has no specified repayment date, and is due on demand.

In January 2013, Director, P.K. Lanny Smartt accepted an invitation from the Church of Jesus Christ of Latter-Day Saints to serve a 36 month mission. Mr. Smartt and his family will begin service on or about July 1, 2013. It is anticipated that Mr. Smartt will continue some of his primary duties for the Company during this period, and that such service will not cause any delay or hindrance to the business of the Company.   In January 2013, management initiated a $35 million private placement offering to raise capital for its planned commercial real estate development activities. Pursuant to the private placement agreement, each investor is required to invest a minimum of $250,000. In December 2012, management accepted a $100,000 deposit from an investor for the private placement. As more fully described below, subsequent to initiating the private placement, the Company has identified other sources of financing for its planned operations. Management has determined that if these other funding opportunities provide the needed financing, the Company will not move forward with the private placement. As such, management expects to repay the deposit back to the investor when the Company obtains sufficient fund to repay the deposit.   In March 2013, the contract by and between MLD, LLC with WCI Communities, Inc. was amended to extend its closing date and to permit the seller an opportunity to finalize all entitlements.   The Company has entered into preliminary negotiations to develop an additional property in DIberville Mississippi that will contain a hotel and casino. The hotel is contemplated to be approximately 300 rooms and includes a gaming floor that is approximately 75,000 square feet. The Company plans to acquire all the rights to develop this property during the second quarter of 2013.   The Company has been in negotiations with California based hedge fund for the funding of the Perdido Key project in an amount of $120 million. Additionally, the Company has been negotiating a debt service for the DIberville project in the amount of $174 million. The Company expects to finalize and execute agreements for funding both developments during the second quarter of 2013.   The Company has also been negotiating with architectural and design firms as well as general contractors to work on the Perdido and DIberville projects. The Company expects to contract for these services during the second quarter of 2013.

a)   Principles of Consolidation   The consolidated financial statements include the accounts and operations of Pivotal from the date of the reverse merger, August 24, 2012, through December 31, 2012 and the accounts of PKCCR from inception on December 19, 2011 to December 31, 2012. All significant intercompany balances and transactions have been eliminated in consolidation.

c)   Concentration of Risk   Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have any cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2012 and December 31, 2011.

e)   Income Taxes   Under ASC 740, Income Taxes, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2012 and December 31, 2011, there were no deferred taxes.

f)   Loss Per Common Share   Basic earnings or loss per common share is computed on the basis of the weighted average number of shares outstanding during the periods. Diluted earnings or loss per common share is calculated on the basis of the weighted average number of common shares outstanding during the period plus the effect of potential dilutive shares during the period. Potential dilutive shares include outstanding stock options and warrants and convertible debt instruments. For periods in which a net loss is reported, potential dilutive shares are excluded because they are antidilutive. Therefore, basic loss per common share is the same as diluted loss per common share for the years ended December 31, 2012 and 2011.

g)   Fair Value of Financial Instruments   The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).   The three levels of the fair value hierarchy are as follows:   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 24px"> </td> <td style="width: 24px; font: 8pt/115% Calibri, Helvetica, Sans-Serif">·</td> <td style="font: 8pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify">Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.</td></tr> <tr style="vertical-align: top"> <td> </td> <td style="font: 8pt/115% Calibri, Helvetica, Sans-Serif">·</td> <td style="font: 8pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify">Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.</td></tr> <tr style="vertical-align: top"> <td> </td> <td style="font: 8pt/115% Calibri, Helvetica, Sans-Serif">·</td> <td style="font: 8pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify">Level 3 inputs are unobservable inputs for the asset or liability.</td></tr> </table>   The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

9500 11950000

The components of income tax expense are as follows for the years ended December 31, 2012 and 2011, respectively.   <table cellspacing="0" cellpadding="0" style="font: 8pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td colspan="2" style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td colspan="6" style="border-bottom: black 1pt solid; text-align: center; line-height: 115%">December 31,</td> <td style="line-height: 115%"> </td></tr> <tr style="vertical-align: bottom"> <td colspan="2" style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center; line-height: 115%">2012</td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center; line-height: 115%">2011</td> <td style="line-height: 115%"> </td></tr> <tr style="vertical-align: bottom"> <td colspan="2" style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td colspan="2" style="text-align: center; line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td colspan="2" style="line-height: 115%"> </td> <td style="line-height: 115%"> </td></tr> <tr style="vertical-align: bottom; background-color: #EEEEEE"> <td colspan="2" style="line-height: 115%">Current</td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="line-height: 115%">$</td> <td style="text-align: right; line-height: 115%">200</td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="line-height: 115%">$</td> <td style="text-align: right; line-height: 115%"></td> <td style="line-height: 115%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td colspan="2" style="line-height: 115%">Deferred</td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="border-bottom: black 1pt solid; line-height: 115%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 115%"></td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="border-bottom: black 1pt solid; line-height: 115%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 115%"></td> <td style="line-height: 115%"> </td></tr> <tr style="vertical-align: bottom; background-color: #EEEEEE"> <td style="line-height: 115%"> </td> <td style="text-align: right; line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="text-align: right; line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="text-align: right; line-height: 115%"> </td> <td style="line-height: 115%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td colspan="2" style="line-height: 115%">Total</td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 115%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 115%">200</td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 115%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 115%"></td> <td style="line-height: 115%"> </td></tr> <tr> <td> </td> <td> </td> <td> </td> <td> </td> <td> </td> <td> </td> <td> </td> <td> </td> <td> </td> <td> </td> <td> </td></tr> </table>    The Companys deferred income tax asset and the related valuation allowance are as follows at December 31, 2012 and 2011, respectively.  The deferred tax asset was calculated using a U.S. statutory tax rate of 34% and a state statutory rate, net of federal benefit of 4.29%.   <table cellspacing="0" cellpadding="0" style="font: 8pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td colspan="6" style="border-bottom: black 1pt solid; text-align: center; line-height: 115%">December 31,</td> <td style="line-height: 115%"> </td></tr> <tr style="vertical-align: bottom"> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center; line-height: 115%">2012</td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center; line-height: 115%">2011</td> <td style="line-height: 115%"> </td></tr> <tr style="vertical-align: bottom"> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td colspan="2" style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td colspan="2" style="line-height: 115%"> </td> <td style="line-height: 115%"> </td></tr> <tr style="vertical-align: bottom"> <td style="line-height: 115%">Deferred tax assets - long-term:</td> <td style="line-height: 115%"> </td> <td colspan="2" style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td colspan="2" style="line-height: 115%"> </td> <td style="line-height: 115%"> </td></tr> <tr style="vertical-align: bottom; background-color: #EEEEEE"> <td style="width: 58%; padding-left: 20pt; text-indent: -10pt; line-height: 115%">Net operating loss carryforwards</td> <td style="width: 1%; line-height: 115%"> </td> <td style="width: 1%; border-bottom: black 1pt solid; line-height: 115%">$</td> <td style="width: 18%; border-bottom: black 1pt solid; text-align: right; line-height: 115%">52,972</td> <td style="width: 1%; line-height: 115%"> </td> <td style="width: 1%; line-height: 115%"> </td> <td style="width: 1%; border-bottom: black 1pt solid; line-height: 115%"> </td> <td style="width: 18%; border-bottom: black 1pt solid; text-align: right; line-height: 115%"></td> <td style="width: 1%; line-height: 115%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 20pt; text-indent: -10pt; line-height: 115%">Total deferred income tax assets</td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="text-align: right; line-height: 115%">52,972</td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="text-align: right; line-height: 115%"></td> <td style="line-height: 115%"> </td></tr> <tr style="vertical-align: bottom; background-color: #EEEEEE"> <td style="padding-left: 20pt; text-indent: -10pt; line-height: 115%">Valuation allowance</td> <td style="line-height: 115%"> </td> <td style="border-bottom: black 1pt solid; line-height: 115%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 115%">(52,972</td> <td style="line-height: 115%">)</td> <td style="line-height: 115%"> </td> <td style="border-bottom: black 1pt solid; line-height: 115%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 115%"></td> <td style="line-height: 115%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 20pt; text-indent: -10pt; line-height: 115%">Total</td> <td style="line-height: 115%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 115%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 115%"></td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 115%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 115%"></td> <td style="line-height: 115%"> </td></tr> </table>     A reconciliation of provision (benefit) for income taxes provided at the federal statutory rate (34% for fiscal years 2012 and 2011) to actual provision for income taxes is as follows:   <table cellspacing="0" cellpadding="0" style="font: 8pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td colspan="6" style="border-bottom: black 1pt solid; text-align: center; line-height: 115%">December 31,</td> <td style="line-height: 115%"> </td></tr> <tr style="vertical-align: bottom"> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center; line-height: 115%">2012</td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center; line-height: 115%">2011</td> <td style="line-height: 115%"> </td></tr> <tr style="vertical-align: bottom"> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td colspan="2" style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td colspan="2" style="line-height: 115%"> </td> <td style="line-height: 115%"> </td></tr> <tr style="vertical-align: bottom; background-color: #EEEEEE"> <td style="width: 58%; line-height: 115%">Benefit for income taxes computed at federal statutory rate</td> <td style="width: 1%; line-height: 115%"> </td> <td style="width: 1%; line-height: 115%">$</td> <td style="width: 18%; text-align: right; line-height: 115%">110,795</td> <td style="width: 1%; line-height: 115%"> </td> <td style="width: 1%; line-height: 115%"> </td> <td style="width: 1%; line-height: 115%">$</td> <td style="width: 18%; text-align: right; line-height: 115%"></td> <td style="width: 1%; line-height: 115%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="line-height: 115%">State income taxes, net of federal benefit</td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="text-align: right; line-height: 115%">13,980</td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="text-align: right; line-height: 115%"></td> <td style="line-height: 115%"> </td></tr> <tr style="vertical-align: bottom; background-color: #EEEEEE"> <td style="line-height: 115%">Contrubuted services</td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="text-align: right; line-height: 115%">(63,750</td> <td style="line-height: 115%">)</td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="text-align: right; line-height: 115%"></td> <td style="line-height: 115%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="line-height: 115%">Other</td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="text-align: right; line-height: 115%">(8,253</td> <td style="line-height: 115%">)</td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="text-align: right; line-height: 115%"></td> <td style="line-height: 115%"> </td></tr> <tr style="vertical-align: bottom; background-color: #EEEEEE"> <td style="line-height: 115%">Valuation allowance</td> <td style="line-height: 115%"> </td> <td style="border-bottom: black 1pt solid; line-height: 115%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 115%">(52,972</td> <td style="line-height: 115%">)</td> <td style="line-height: 115%"> </td> <td style="border-bottom: black 1pt solid; line-height: 115%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 115%"></td> <td style="line-height: 115%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="text-align: right; line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="text-align: right; line-height: 115%"> </td> <td style="line-height: 115%"> </td></tr> <tr style="vertical-align: bottom; background-color: #EEEEEE"> <td style="line-height: 115%">Provision for Income taxes</td> <td style="line-height: 115%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 115%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 115%">(200</td> <td style="line-height: 115%">)</td> <td style="line-height: 115%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 115%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 115%"></td> <td style="line-height: 115%"> </td></tr> </table>    As of December 31, 2012, the Company had net operating loss carry-forwards for federal and state income tax reporting purposes of approximately $138,000 that may be offset against future taxable income through 2032.   Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs.  Therefore, the amount available to offset future taxable income may be limited.  No tax benefit has been reported in the financial statements because the Company believes there is a 50% or greater chance that the carry-forwards will expire unused.  Accordingly, the potential tax benefits of the loss carry-forwards are offset by a valuation allowance of the same amount.   The Company files income tax returns in the U.S. federal and Alabama jurisdictions.  Tax years 2011 to current remain open to examination by U.S. federal and state tax authorities.

b)   Use of Estimates   The preparation of financial statements, in conformity with US GAAP, requires management to make judgments, estimates, and assumptions that could affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company based its estimates and assumptions on historical experience and on various other assumptions we believed to be applicable, and evaluated them on an on-going basis to ensure they remain reasonable under current conditions. Actual results could differ significantly from those estimates.

d)   Contributed Services   In the event that the Company lacks the cash resources to compensate its management team, management may elect to contribute the estimated fair value of those services to additional paid in capital. During the year ended December 31, 2012, management elected to not be compensated for the time they worked helping the Company to get started and to raise capital. Management estimated that the value of the services contributed in 2012 was $187,500 for 2012. The Company did not record any value for services contributed in 2011 as the Company was only in operation for 12 days and the estimated fair value of the services contributed was De minimis.

h)   Recent Accounting Pronouncements   In July, 2012 the FASB issued ASU 2012-02, IntangiblesGoodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. This ASU gives an entity the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test for indefinite-lived intangible assets other than goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The Company does not expect the adoption of this standard to have a material impact on the Companys consolidated financial statements.   In February 2012, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This ASU requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. generally accepted accounting principles (GAAP) to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. Public companies are required to comply with the requirements of ASU 2013-02 for all reporting periods (interim and annual) beginning after December 15, 2012. The Company does not expect the adoption of this standard to have a material impact on the Companys consolidated financial statements for the year ended December 31, 2013.

55100

26500

125000

45000

126600

125000

162902

125000

272234

125000

1195

1100

187428

-1100

-334257

126600

125000

11950000

11000000

11950000

11000000

334257

-0.03

11335753

11000000

11950000

11000000

-145634

1100

1195

-1100

187428

-334257

1100

-1100

200

950000 923 95 828 187500 187500

55100

139025

125000

14025

34600

125000

-90400

4225

-45000

45000

-38925

-125000

86075

52972

-52972

200

<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 8pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom; font: 8pt Times New Roman, Times, Serif"> <td style="padding-left: 10pt; text-indent: -10pt; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif"> Pivotal Group, Inc. For the Year Ended December 31, 2012</td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif"> PKCCR, LLC For the Year Ended December 31, 2012</td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif"> Pro Forma Adjustments</td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif">Pro forma Consolidated For the Twelve Months Ended December 31, 2012</td> <td style="font: 8pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: bottom; font: 8pt Times New Roman, Times, Serif"> <td style="padding-left: 10pt; text-indent: -10pt; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td colspan="2" style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td colspan="2" style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td colspan="2" style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td colspan="2" style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238); font: 8pt Times New Roman, Times, Serif"> <td style="text-align: left; padding-left: 10pt; text-indent: -10pt; font: 8pt Times New Roman, Times, Serif">Revenues</td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left">$</td> <td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right"></td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left">$</td> <td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right"></td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left">$</td> <td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right"></td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left">$</td> <td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right"></td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: bottom; background-color: White; font: 8pt Times New Roman, Times, Serif"> <td style="text-align: left; padding-left: 10pt; text-indent: -10pt; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: right; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: right; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: right; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: right; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238); font: 8pt Times New Roman, Times, Serif"> <td style="width: 44%; text-align: left; padding-left: 10pt; text-indent: -10pt; font: 8pt Times New Roman, Times, Serif">Operating expenses</td> <td style="width: 2%; font: 8pt Times New Roman, Times, Serif"> </td> <td style="width: 1%; border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left">$</td> <td style="width: 10%; border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right">234,501</td> <td style="width: 1%; text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="width: 2%; font: 8pt Times New Roman, Times, Serif"> </td> <td style="width: 1%; border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left">$</td> <td style="width: 10%; border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right">108,027</td> <td style="width: 1%; text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="width: 2%; font: 8pt Times New Roman, Times, Serif"> </td> <td style="width: 1%; border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td> <td style="width: 10%; border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right"> </td> <td style="width: 1%; text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="width: 2%; font: 8pt Times New Roman, Times, Serif"> </td> <td style="width: 1%; border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left">$</td> <td style="width: 10%; border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right">342,528</td> <td style="width: 1%; text-align: left; font: 8pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: bottom; background-color: White; font: 8pt Times New Roman, Times, Serif"> <td style="padding-left: 10pt; text-indent: -10pt; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: right; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: right; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: right; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: right; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238); font: 8pt Times New Roman, Times, Serif"> <td style="text-align: left; padding-left: 10pt; text-indent: -10pt; font: 8pt Times New Roman, Times, Serif">Net loss</td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: left">$</td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: right">(234,501</td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif">)</td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: left">$</td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: right">(108,027</td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif">)</td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: left">$</td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: right"></td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: left">$</td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: right">(342,528</td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif">)</td></tr> <tr style="vertical-align: bottom; background-color: White; font: 8pt Times New Roman, Times, Serif"> <td style="padding-left: 10pt; text-indent: -10pt; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: right; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: right; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: right; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: right; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238); font: 8pt Times New Roman, Times, Serif"> <td style="text-align: left; padding-left: 10pt; text-indent: -10pt; font: 8pt Times New Roman, Times, Serif">Net loss per common share - basic and diluted</td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: left">$</td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: right">(0.02</td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif">)</td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: left">$</td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: right"></td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: left">$</td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: right"></td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: left">$</td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: right">(0.03</td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif">)</td></tr> <tr style="vertical-align: bottom; background-color: White; font: 8pt Times New Roman, Times, Serif"> <td style="padding-left: 10pt; text-indent: -10pt; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: right; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: right; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: right; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: right; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238); font: 8pt Times New Roman, Times, Serif"> <td style="text-align: left; padding-left: 10pt; text-indent: -10pt; font: 8pt Times New Roman, Times, Serif">Weighted average common shares outstanding - basic and diluted</td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: right">11,776,164</td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: right"></td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: right"></td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: right">11,776,164</td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td></tr> </table>

<table align="center" cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 70%; font: 8pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom; font: 8pt Times New Roman, Times, Serif"> <td colspan="2" style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="padding-bottom: 1pt; font: 8pt Times New Roman, Times, Serif"> </td> <td style="padding-bottom: 1pt; font: 8pt Times New Roman, Times, Serif"> </td> <td colspan="6" style="text-align: center; border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif">December 31,</td> <td style="padding-bottom: 1pt; font: 8pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: bottom; font: 8pt Times New Roman, Times, Serif"> <td colspan="2" style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="padding-bottom: 1pt; font: 8pt Times New Roman, Times, Serif"> </td> <td style="padding-bottom: 1pt; font: 8pt Times New Roman, Times, Serif"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif">2012</td> <td style="padding-bottom: 1pt; font: 8pt Times New Roman, Times, Serif"> </td> <td style="padding-bottom: 1pt; font: 8pt Times New Roman, Times, Serif"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif">2011</td> <td style="padding-bottom: 1pt; font: 8pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: bottom; font: 8pt Times New Roman, Times, Serif"> <td colspan="2" style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td colspan="2" style="text-align: center; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td colspan="2" style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238); font: 8pt Times New Roman, Times, Serif"> <td colspan="2" style="text-align: left; font: 8pt Times New Roman, Times, Serif">Current</td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif">$</td> <td style="text-align: right; font: 8pt Times New Roman, Times, Serif">200</td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif">$</td> <td style="text-align: right; font: 8pt Times New Roman, Times, Serif"></td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: bottom; background-color: White; font: 8pt Times New Roman, Times, Serif"> <td colspan="2" style="text-align: left; font: 8pt Times New Roman, Times, Serif">Deferred</td> <td style="padding-bottom: 1pt; text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="padding-bottom: 1pt; font: 8pt Times New Roman, Times, Serif"> </td> <td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right"></td> <td style="padding-bottom: 1pt; text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="padding-bottom: 1pt; font: 8pt Times New Roman, Times, Serif"> </td> <td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right"></td> <td style="padding-bottom: 1pt; text-align: left; font: 8pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238); font: 8pt Times New Roman, Times, Serif"> <td style="text-align: left; width: 1%; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: right; width: 56%; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; width: 1%; font: 8pt Times New Roman, Times, Serif"> </td> <td style="width: 1%; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; width: 1%; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: right; width: 18%; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; width: 1%; font: 8pt Times New Roman, Times, Serif"> </td> <td style="width: 1%; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; width: 1%; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: right; width: 18%; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; width: 1%; font: 8pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: bottom; background-color: White; font: 8pt Times New Roman, Times, Serif"> <td colspan="2" style="text-align: left; font: 8pt Times New Roman, Times, Serif">Total</td> <td style="padding-bottom: 2.5pt; text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="padding-bottom: 2.5pt; font: 8pt Times New Roman, Times, Serif"> </td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: left">$</td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: right">200</td> <td style="padding-bottom: 2.5pt; text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="padding-bottom: 2.5pt; font: 8pt Times New Roman, Times, Serif"> </td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: left">$</td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: right"></td> <td style="padding-bottom: 2.5pt; text-align: left; font: 8pt Times New Roman, Times, Serif"> </td></tr> </table>

<table align="center" cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 70%; font: 8pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom; font: 8pt Times New Roman, Times, Serif"> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="padding-bottom: 1pt; font: 8pt Times New Roman, Times, Serif"> </td> <td colspan="6" style="text-align: center; border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif">December 31,</td> <td style="padding-bottom: 1pt; font: 8pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: bottom; font: 8pt Times New Roman, Times, Serif"> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="padding-bottom: 1pt; font: 8pt Times New Roman, Times, Serif"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif">2012</td> <td style="padding-bottom: 1pt; font: 8pt Times New Roman, Times, Serif"> </td> <td style="padding-bottom: 1pt; font: 8pt Times New Roman, Times, Serif"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif">2011</td> <td style="padding-bottom: 1pt; font: 8pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: bottom; font: 8pt Times New Roman, Times, Serif"> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td colspan="2" style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td colspan="2" style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: bottom; font: 8pt Times New Roman, Times, Serif"> <td style="font: 8pt Times New Roman, Times, Serif">Deferred tax assets - long-term:</td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td colspan="2" style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td colspan="2" style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238); font: 8pt Times New Roman, Times, Serif"> <td style="width: 58%; text-align: left; padding-bottom: 1pt; padding-left: 20pt; text-indent: -10pt; font: 8pt Times New Roman, Times, Serif">Net operating loss carryforwards</td> <td style="width: 1%; padding-bottom: 1pt; font: 8pt Times New Roman, Times, Serif"> </td> <td style="width: 1%; border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left">$</td> <td style="width: 18%; border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right">52,972</td> <td style="width: 1%; padding-bottom: 1pt; text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="width: 1%; padding-bottom: 1pt; font: 8pt Times New Roman, Times, Serif"> </td> <td style="width: 1%; border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td> <td style="width: 18%; border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right"></td> <td style="width: 1%; padding-bottom: 1pt; text-align: left; font: 8pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: bottom; background-color: White; font: 8pt Times New Roman, Times, Serif"> <td style="text-align: left; padding-bottom: 1pt; padding-left: 20pt; text-indent: -10pt; font: 8pt Times New Roman, Times, Serif">Total deferred income tax assets</td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: right; font: 8pt Times New Roman, Times, Serif">52,972</td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="text-align: right; font: 8pt Times New Roman, Times, Serif"></td> <td style="text-align: left; font: 8pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238); font: 8pt Times New Roman, Times, Serif"> <td style="text-align: left; padding-bottom: 1pt; padding-left: 20pt; text-indent: -10pt; font: 8pt Times New Roman, Times, Serif">Valuation allowance</td> <td style="padding-bottom: 1pt; font: 8pt Times New Roman, Times, Serif"> </td> <td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right">(52,972</td> <td style="padding-bottom: 1pt; text-align: left; font: 8pt Times New Roman, Times, Serif">)</td> <td style="padding-bottom: 1pt; font: 8pt Times New Roman, Times, Serif"> </td> <td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font: 8pt Times New Roman, Times, Serif; text-align: right"></td> <td style="padding-bottom: 1pt; text-align: left; font: 8pt Times New Roman, Times, Serif"> </td></tr> <tr style="vertical-align: bottom; background-color: White; font: 8pt Times New Roman, Times, Serif"> <td style="text-align: left; padding-bottom: 1pt; padding-left: 20pt; text-indent: -10pt; font: 8pt Times New Roman, Times, Serif">Total</td> <td style="padding-bottom: 2.5pt; font: 8pt Times New Roman, Times, Serif"> </td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: left">$</td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: right"></td> <td style="padding-bottom: 2.5pt; text-align: left; font: 8pt Times New Roman, Times, Serif"> </td> <td style="padding-bottom: 2.5pt; font: 8pt Times New Roman, Times, Serif"> </td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: left">$</td> <td style="border-bottom: Black 2.5pt double; font: 8pt Times New Roman, Times, Serif; text-align: right"></td> <td style="padding-bottom: 2.5pt; text-align: left; font: 8pt Times New Roman, Times, Serif"> </td></tr> </table>

9132

200

100000

98500

-125000

223500

9132

200

187500 187500 100000 100000

234501 108027 342528

-234501

-108027

-342528

-0.02

-0.03

11776164

111776164

EX-101.SCH 16 pivo-20121231.xsd XBRL SCHEMA FILE 0001 - Document - Document and Entity Information link:presentationLink link:calculationLink link:definitionLink 0002 - Statement - Consolidated Balance Sheets link:presentationLink link:calculationLink link:definitionLink 0003 - Statement - Consolidated Balance Sheets (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 0004 - Statement - Consolidated Statements of Operations link:presentationLink link:calculationLink link:definitionLink 0005 - Statement - Consolidated Statement of Stockholders' Deficit link:presentationLink link:calculationLink link:definitionLink 0006 - Statement - Consolidated Statements of Cash Flows link:presentationLink link:calculationLink link:definitionLink 0007 - Disclosure - 1. Description of business and nature of operations link:presentationLink link:calculationLink link:definitionLink 0008 - Disclosure - 2. Agreement and plan for merger link:presentationLink link:calculationLink link:definitionLink 0009 - Disclosure - 3. Significant accounting policies link:presentationLink link:calculationLink link:definitionLink 0010 - Disclosure - 4. Going Concern link:presentationLink link:calculationLink link:definitionLink 0011 - Disclosure - 5. Escrowed Cash Deposits link:presentationLink link:calculationLink link:definitionLink 0012 - Disclosure - 6. Prepaid Expenses link:presentationLink link:calculationLink link:definitionLink 0013 - Disclosure - 7. Related Party Transactions link:presentationLink link:calculationLink link:definitionLink 0014 - Disclosure - 8. Income Taxes link:presentationLink link:calculationLink link:definitionLink 0015 - Disclosure - 9. Subsequent Events link:presentationLink link:calculationLink link:definitionLink 0016 - Disclosure - 3. Significant accounting policies (Policies) link:presentationLink link:calculationLink link:definitionLink 0017 - Disclosure - 2. Agreement and plan for merger (Tables) link:presentationLink link:calculationLink link:definitionLink 0018 - Disclosure - 8. Income Taxes (Tables) link:presentationLink link:calculationLink link:definitionLink 0019 - Disclosure - 2. Agreement and plan for merger (Details) link:presentationLink link:calculationLink link:definitionLink 0020 - Disclosure - 8. Income Taxes (Details) link:presentationLink link:calculationLink link:definitionLink 0021 - Disclosure - 8. Income Taxes (Details 1) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 17 pivo-20121231_cal.xml XBRL CALCULATION FILE EX-101.DEF 18 pivo-20121231_def.xml XBRL DEFINITION FILE EX-101.LAB 19 pivo-20121231_lab.xml XBRL LABEL FILE Common Stock Equity Components [Axis] Additional Paid-In Capital Deficit accumulated during the development stage PivotalGroup Nonrecurring Adjustment [Axis] PKCCR, LLC Pro Forma Consolidated Pivotal Group Business Segments [Axis] Document And Entity Information Entity Registrant Name Entity Central Index Key Document Type Document Period End Date Amendment Flag Current Fiscal Year End Date Is Entity a Well-known Seasoned Issuer? Is Entity a Voluntary Filer? Is Entity's Reporting Status Current? Entity Filer Category Entity Public Float Entity Common Stock, Shares Outstanding Document Fiscal Period Focus Document Fiscal Year Focus Statement of Financial Position [Abstract] ASSETS Current assets Cash Prepaid assets Escrowed cash deposits TOTAL ASSETS LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable Accrued expenses Due to related party Stock deposit payable Total Liabilities Stockholders' Deficit Preferred stock, $0.0001 par value, 20,000,000 shares authorized; no shares issued Common stock, $.0001 par value: 500,000,000 shares authorized;11,950,000 and 11,000,000 shares issued and outstanding, respectively Additional paid-in capital Deficit accumulated during the development stage Total Stockholders' Deficit TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT Preferred stock, par value Preferred stock, shares authorized Preferred stock, shares issued Preferred stock, shares outstanding Common stock, par value Common stock, shares authorized Common stock, shares issued Common stock, shares outstanding Income Statement [Abstract] Revenues Operating expenses Net loss Net loss per common share - basic and diluted Weighted average common shares outstanding - basic and diluted Statement [Table] Statement [Line Items] Beginning balance, shares Beginning balance, amount Shares issued for cash, shares Shares issued for cash, amount Capital contribution Recapitalization due to reverse merger, shares Recapitalization due to reverse merger, amount Contributed services by officers Net loss Ending balance, shares Ending balance, amount Statement of Cash Flows [Abstract] CASH FLOWS FROM OPERATING ACTIVITIES Conributed services Changes in Operating Assets and Liabilities Decrease in prepaid expenses Increase in accounts payable Increase in accrued liabilities Net Cash Used in Operating Activities CASH FLOWS FROM INVESTING ACTIVITIES Increase in escrowed cash deposits Net cash used in investing activities CASH FLOW FROM FINANCING ACTIVITIES Net cash received in reverse merger Borrowings from related party Increase in stock deposit Net Cash Provided by Financing Activities Net Increase in Cash Cash at Beginning of Period Cash at End of Period Organization, Consolidation and Presentation of Financial Statements [Abstract] 1. Description of business and nature of operations Business Combinations [Abstract] 2. Agreement and plan for merger Accounting Policies [Abstract] 3. Significant accounting policies Going Concern 4. Going Concern Cash and Cash Equivalents [Abstract] 5. Escrowed Cash Deposits Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] 6. Prepaid Expenses Related Party Transactions [Abstract] 7. Related Party Transactions Income Tax Disclosure [Abstract] 8. Income Taxes Subsequent Events [Abstract] 9. Subsequent Events a) Principles of Consolidation b) Use of Estimates c) Concentration of Risk d) Contributed Services e) Income Taxes f) Loss Per Common Share g) Fair Value of Financial Instruments h) Recent Accounting Pronouncements Agreement And Plan For Merger Tables Schedule of pro forma consolidated statement of operations Income Taxes Tables Schedule of income tax expense Schedule of deferred tax asset Revenues Operating expenses Net loss Net loss per common share - basic and diluted Weighted average common shares outstanding - basic and diluted Income Taxes Details Current Deferred Total Income Taxes Details 1 Deferred tax assets - long-term: Net operating loss carryforwards Total deferred income tax assets Valuation allowance Total Recapitalization due to reverse merger - shares Recapitalization due to reverse merger - amount Contributed services Contributed services by officers Pivotal group PKCCRLL Proforma consolidated Schedule of pro forma consolidated statement of operations Stock deposit payable Contributed services Increase in stock deposit The pro forma operating expenses for the period as if the business combination or combinations had been completed at the beginning of a period. Assets Liabilities Retained Earnings (Accumulated Deficit) Stockholders' Equity Attributable to Parent Liabilities and Equity Shares, Issued Net Cash Provided by (Used in) Operating Activities Increase (Decrease) in Restricted Cash Net Cash Provided by (Used in) Investing Activities Net Cash Provided by (Used in) Financing Activities Business Acquisition, Pro Forma Revenue BusinessAcquisitionsProFormaOperatingExpenses Business Acquisition, Pro Forma Net Income (Loss) Basic Earnings Per Share, Pro Forma Weighted Average Basic Shares Outstanding, Pro Forma Deferred Tax Assets, Net of Valuation Allowance EX-101.PRE 20 pivo-20121231_pre.xml XBRL PRESENTATION FILE XML 21 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; word-wrap: break-word; } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } ZIP 22 0001019687-13-001313-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001019687-13-001313-xbrl.zip M4$L#!!0````(``R#C$+-LJB)*4$```JX`@`1`!P`<&EV;RTR,#$R,3(S,2YX M;6Q55`D``WAM:%%X;6A1=7@+``$$)0X```0Y`0``[#UK<]NVEM]W9O\#5O>V MD\Q(UL-V'G;2.XX==[QQ4T^@TF(@#%"-1RRYVJ/`U$L58BSU7&H_]T.V<_]0ZZOY;J`T[EXTS%_S/1W%_TTDCOX-X,MB/7.A9;O M&QYID\T-E0[;O4ZGV_Z_WXY/@Y$8\Y:,=<;C0#31MNP/ANK]7IMC:[;G@J!@M1?M6&NVZ@U&JKUWU]%7UFA)N0Z]:0\Z28 M,."Z3X/MC0IDX$ZJ(J$KY]"=BDFQBN-\7(U7F*7M[#(1;1C4@E$BE8&;=W+T M_?=BEI7J8:KR!#1C3'!0N!M.`N6I8NYO.>_GWP9'EK[$=6 MP21WYUZ9U'WJ3.H^)).LQG8]C7V:#)O2V.YM-+:[`HWM/$G>>L+868$P5KB/ M_T`D.5;Q:::"L]_$N"_21V-A*7%B.!8>[<6M$)"Y2"(9R,S@RD()(TVD;:.& M'0P3!<[_^%<.>&.DK&+XJO5TQ6 MY:^F(Y]ZO]=@OQ\TB+O")>R%H3PZX3(\BO=Y(B'W^:'DX$H>U*[B*E=1 MB\^:B<\CN9!:#M97#A[+M7P1&9>Q"#_R-);Q4/]0PE!-?.U,KC(BM<`\NL"L MN*P((OFJM=EYNI4<2\"#,FFSU=D"O7VZ3+($/'#M%07V[7-Y6F+)63];;1![ M4]<,UJ!F8/?BX1_\P'[7`?[Z!O@KE(,G9E-7Q:0KLJ`3LU&;#[F&T%7K4[.<51L\4[$S3WZ=`RTM.I_V][\<'^__B&(S17HM M,DN+3*H.53KF^RK6*I(A``U_1/%9R(9:E';R6!HY^G9Z,"<,8\%UGHI?[/F] M'1CC%G.WID'@:@O6/QWQ5.B%("P3:-"M80!^)PO@A/(MSCW,Q[_P].V M\T)X`Q[,XEBUJ@?T0,1J+./KP%[/EUFX50N[^U-PH#C;>M1SOC^]:MD3TK^/1CN77M_7[X6K^>#VX&Z( M(PXC/EP:S(!'6A@(4POX*^_G:8J7I0YX]&_!TYO2TO()6;3:O`#\(:+H4ZPF M\2G(.*1=X9'6.9C^9<%^5KX`+%AM'NQW%>4Q&.!+.F2O;PEN9I4*\39\^"(2 ME68R'IJ#[4M#^S>:@.M6FX=*V.P#NX&V&A""1P0K]O''T^!$.S@:;F7?MF8.\/V>Y-D'T`7`VDO3P; MJ53^+<+E&+H`OY[]&<!W1VU>?:M$#4R/G?CV#7X&`AWPV5I%MT*%Z]B MNC(=70+F/:%Y%^V\&Y;WJI?;G3GIOP+4';%:6M[NAM5GD4$PJL;B6.FEW=#4 M/OH(=2#`V=S89TD:_P\S';Q9CNA3__H;MJ__`D#@++#WB19.\;B1,2^ MRK'0[+.8L"]JS..FN=!DIQ#]#W99`6"7(78M'LDA?/TSUYD<7!+,^=R+O>#L M0$1\@@9K7Z40RA&Q+PF?%S_S<;+[C^[6:S?577BSRU3*LI%@Y1`;_I5#7C;9 M`%`7:73)SC#*9ERS`T`VFR@5LKW@KUQJ>D;B@V8>U&*PORBA-H&E)&RJF0:6 M`R;N):F,6*_3Q%^2=AF/0X;#"(>098J)>,B'`N;!O4L&5`_RB!5K@$R%(LWX M&8AY$Q>/\I`^]O.,Q2ICD1S+C%8R.&@1B0`O`(E#S`H0(B^ITAML3X-LHF#U M81C`_:P`3H_U1:0F3>;V(["_V879=BV&.;#F`3%D(K,1HQIGDQT?[^.>'49@ MQ4).:#BT(LG[,H*@F]8#"E_ZK*3Y'AN)8?D0I(/UMHAC/8,NA-&YUCZZ3=KH M"L2DAJ\"V4^(`*\Y2P7^PEGX?/`(0`G`Q7@0*$B%,&N@@:E(-]C7J\6)C00` M&V2`!(43&K<4%XO$$)B8<$QVS,Y8QC9I1V2FV62D(I!"D$$@3.=]+4,)>5C3 M8&5`6X!L!#CB=@,7(:$4+828623MKA)`@0$I"'^)M=0=RAC^"(!C[V"-$(% MW'0<\C34[(."?_PM.=P[_>#O2#F3E;/V52@',IA3C;W3?7_NV^YV$S3Y'`0K MP6P(5P!1IRQ,HI60FM`!VP6T`R-1UD)OO*;Q5G(V5FR=[$498QT8!FULR]A8 M24/BJ\ZCV,O?8_:_/,Y!4-BFL2I6%ZC`S\A\%9*8IN@U_M@D1BD0T$OL*&(_`! M)-I&"W4>C-QR))JX(`6+A(HU]AL,B#L4_92HZSKB8N"6&H"\.7,6%G1,0&@0 M9R5CLE1PT]D_1SW87Y42$@O6`'<*3!:@0O`ICTC409FF&8#N-561XT4MDKY( MSAHJ0(Z4&39%@483[\`Z$RYXQ1A7\'4H(]9E5TA7`@/0-/H6`?@/B44H0\5L MJ16,+AI$%A!4VEO81Y5FQL["Q3@DJPRTH37A442(#$'TC2AHD9Z#8`!`]+02 M(TICQ<&5@#;\"7*R48@X(D7+@6G/8@!HQ#GE@".#]<'>"KH_$E&"T\?HK@A, M,!)A'J'"Y$8@Z>?YP&EBJ5D(8CGRO?$Y/J11,[)!1DJS_"$%^9[8$:QPJ%',B%D)%&M,XKD M#!'H2+>;G4X'_S?!H#:1"Y:;#'DTVB``>=5UD%@%%`RX"(,BB3;I"U"&*8U6 MD;`KL&/P&)?L%(0CRYJ8[`!M6I&W!H%PB7A?!!2LCH2+Y2*D=G:LR]&R4>Z2PNF]M$FBC6N1Z5,9 MIDU(Z7J9.24YI/-:F-R;VSC3,=^3%IOZ41`%""M`F"]*$V&ZGU82"]WG%S:C MI>T(S!,WMRV.(R$2L;/P*U`Q&^BL.FDLHP?T/T7,XV;0%U]0G9DQAL\,>R_ MCIS619&:H$A!TI:'5&*!&)/*211H%V>%,'U;+K5 MQ"C(U3",477E%@\*!:!,#N:@CSB0$9`ZA,R0X#)I2\!Z2O8ZX/"TM>OA<3"Q M]-+L@B%]K_A-2)7%$T*Y7R"_6F[>DI(7+B`@M):OK+]\DL1ROZSI2JK#HHKQ M)(GR3YHZDCS7\'OI&EY\<\YGU83>PA[=S#)EO(\ADXBBA(?F):B=!GW7"0_< M=PNXKU*(&UL!.&6>:`#O/NV"5PNS$1+8^6F7+4MLH\0'44D='/"7F0QXY#:X MK[),CL8ZOK/_.[@W7/0O>QA`YL4"F@&?'@[!YA MS)`*4&!/XO>-7J,*<)5.[#*[98:#.^P#CF1=V!@2_0+9F:)"*U,)%3'L5S=] M:7GT[3Q[R#_D1)JE%UD@[_<-]B%X=FC+]O>-*X:%>"*/?01="`GU?LK:"'(^ MI%W$Q!6+?JU>5ZL7/8=^>.TZ/MZOM:KZ3ZU5ST^K4O7P*D4_05%,*\Y,9E#&R3U\G(CH7[#=88*2MH5K"-JUVV]I9^L33@%5( MV-JB7'.@YD#-@5O8,?`%8$OQ2$P^?RU%^>V12.1S=U#5MWR8BNCT/ MUC,.J\5@3<7@L7?\D?=X9;M:J_-C;_4/H,[W$=[\,9*96)^89JWE__$]]MT% M^1[`/AM[]O@D/MO]?.BM6]5FK6Q[:@6K%6RUGO\FA0U[E&1KZZ?KHKS[#@CL MD1][X!(Q$Q>)B/6R90^+>6\&\0<7?7?XYJ?KGB^L.&PN#@7=";$;*5)OG>#+]K!>VAU+@6F$<7F&[G3;/3>_W4!&:=1&3%Q"\E'2OSQ!Z?:JOQPUB- MS:U><[OW9JVMQDHJ-L_LB7N=\=4;4F](O2'UACSS#7G>IS4^BXQ%2C^9TQJ] MC6T(T4*5]R.Q#H_VEL7G1@KPXD:UB?MAPLM:`M9)`FY4;*@EX/E)P#H_X:^% M8=7FX$95A!68@[IB4(??=3Y4;TB](?6&U!OR`,YQ_2L&^$[8`B'W*CWJI-$" M>K0,[*OKHAS?FE)'DVL4378V.K?X,6>=63Z/[:\SRUH8:F&HA:':,6RNC6.H M:PQUP%YG4/6&U!M2;TB](0_@'->WQO"'P)W!=U$#-7PH*NL,>NKE_*V2;W7U MX0YBN[IHL]MMOG[]JME]M56G'K54U`EI+16U5-12\5P\R&R`UJ;WIY>7'O&] M[W-8K\?KZ*O1FN]+=G57L=E>9*>PO]21-<[*AJTG*I+8C;"8]72;1'\="2W8 MH.AGZW6M&4'TS/I"F"Y=22JPYRXUI/+:2E9UQ_VV<;K!AB*&V!O[*\%MD5`T M[O5M2B7`2R+`WNMR^^V4_;JW=^(N8*=;ZO<4QSF@5B!I&W71^TA-.#4NC MR/6WD;'.TMSTK,$^-O@J7)#!UJ<-ZKJ;8L0?75)OJTO;^EGX_<&\M2D/B!4V M]4D%M38C#GP[-9U%`%M"T?5TKN3D4^G^=R\8%9+SXM-)*0?`^_+= MLMC\#5'L/X)>K&GSRJ^FP5KY\MTJ4;.J823::[UMNHY5-Z$:@+VBL:'M&HR? MIWM)-6>;AS>+-GOSK_FE/E:V1W`!ONRFA]``0Y&8MG-QN4+WK>WE#BH[MZQI MJZ=+78W/Y*Z_8I7"-JW&4OM8@"TSVRG8^L*F M;=KK:5LGGA"0OS MU+73-7/<:U'`6$D5FL:?^X6::]1<6*Z@=XY<;$@G=:92+&,2G%126UXR@3$[ MY[!N#N,`9#HUY61!8($QHQ@!_FX- M%76&QD:WN$%`'026)L9(Q9C#'J>":Q53(Z0\QL:8KH,D;'Y(#;RPD6608;1C M6EF:73%[%TK8O-0W@1!<6>.M0!L+CJR/(5MYO!%<8[4@PL`7Y)4%,2;E`8OT&I%S`"J*2ZPR[>S;(PQ# MB0P,B+.<A2;;M?G M%!N,^+0Z8KE*%\V=2?*Q*WV>HNB3KH[1%:-C1T7SPPS!QTW_PIA?0@1MN\,& MQ689Z-;]0&+"9"1L*+#QQ$\/$ MM'+*)9!2X/F;![X@OF"_QX"2?(]IH8O\R%)@!^Q_=M^\;FYW.H2NR7FJC%@J ML(1!9LS`P.%5`)A9O.O*(FXAA*7B"$L?QG2YM)!6`F1"?ED&ZSUUN=)BMKA%-,*PJ% M)HT*!03(6*'+^,7"/"85I$$01/_M689!GE&T#A,Q.H&<2YAR0F;DFH)V;(DM MQNC_TTL;CIM1?9%-7*%T068$9B--+]'.>`F1N(`PB*XM0-;H(*@=6.P$+)P\ M-SAB'@0QSL$\P47Y99;H,20?.8[%.O@0C"HW!A-FII1'8:;D;"CF/&0%X3:1 M+@W;95R890J;)B,9C*R)+UAC]L)C#X+W5^^;+3@7B`X9KRR+!*1ZWRFSHK(K MMF/GY6R-.R#U".W+2,3@J1BD66,%]R)Y)A#9$:1A:!_1`IO8%#'&^G%9V:V2 MD(F$^]9I0(86H5Q`&E;=B;TZI*-2,J`RP;]B58`Q`H&B^@.;P<$U9O`8?PUT M`MS<-Z=S3O%T3FT/I^WA!SJ4!&H7@_)JE&KW(ZJI0TTFIM`4_)`S5D9A357" M*L%DYG@4BW.29KA=<3+*J\^8B@S:'7,PJA(?6['P?M"%^/`HR"-^"XP6']F: M0PS2Q;P,=(4I=<$21'3/V7K1V@;)F#F M>>S987`G=*8.K6@H^IF?4V]0!SW+UM*>"'0MX MKKU`%^\"3M+-HK@R%>#[1-/^V*Y2FA`ZA7D<#"E$=?8\W(+!SI4:YS`=M!,: M4S;T!\^$A]<8Q4.,M;^[6+LLR!R5PE.;R/F*NTMQ!@KC!\V&N30/INDY&,*;(L^T#[X)%/%2)RT*GV%1-!2QM[#=EV+/$ ML"I"S!':Y2@Q`=L,-0!GCB#1%Q9B(8Q?*OW-8HT]0\5GU,YVVTC_PA%"RPS6E@/Y3EOMKD9*-4 M`-.12T4\4R6)I2?6SCSM/!TNF@0X$!&VR`Q`>-XW.@WZ;H_NTW>+=?&>Y,Y/ MY8\":)6%/S/(5'+5[P?^O[UG;6H;V?*OJ'(S54F53?S`/))[IXI`,LL,"120 MF;J?;LE6&[17ECR2!6%__9Y'M]2295N292.#MG9W"-C=I_L\^SQ5)^K]Z<\L M@/-TD\;O?C+B"^UV![\8I[#]T+=;QO_@`&.$"*[2=(,VW>?"+#1:83DN=#"/ M^D6S,PN!N9@^UX%="1DI*Y%RDP+L72S:WJ^29D:V))OS5=]+5R5_A&07IH\% M4?Q9UT@8B]XKDD19F/R*DEI#7<6HJZ=3E_R1P_+DS4DK3/F^P2@@T)LBT,CT MT!28>HL0V>E4!T:0L&D'RP;;`D/H2*>N^E=#3[M,3WV=GC(LFB5T40CQZ6SL M*E5V'6T`+$.YC>)20AX.S>J1C2)JO M:DM`&W,X?$ZW5]$WG0"&0%BRW:LR69/.AOL5SH9K@XGN:O%F4,')R\QDH-`B!CD]N?AB<_]]K1>#8_+V9Z=ZA)U"%K@;= M3[]YGD4A"'R_79)J>G?K3>V1T1]TWG\T;@6'B,[A$N"Y#,_M]H6-&6KQ:L8) M6UYS79S,3`/@@8/5:E;Y)88\;I_.S"1*X:VWXP(P$)5A>G MV9ADV(W!P/-\>C5;8B;\B>T*#,80R!R/<07::A@=@P]-A8\9C;0\K(-[\4)V M!"+[0)#=QZR%U0D=.J$=GU#9C[%Q<"?OC9_C)BQGR0Q$](62\Y>@C@L(\((I M:=B>9,$0*(AE6'!L!VBYLCMS*(`H7`K5C6$%();IC#V;$25V!ZVLJ+T'Q(;1 M)0Z`L?:QY'7365?3SX%.P.C'\ M54F_I9S[50S]$$E4Y;'/<2]!`G_M(P<;$??BM?OB7K@!TI6,0TM6[?605:]5 M_BHB]D2&>4&X.D"]H+=@]N,OT(DI'*RV-P3`TP+X7`W,!#>BZ]?AJW5U'`^[.K*($9QD,P\85?O$><'IW3A0G[V?LITHDA*E.T'0 M]H4,I4N(K:ANC47Y8F#9^>D]V%C@%*=<@?PV;1"(0X^L*XS>RUO8,Z["H0,4 MS845<<:$!A/6.LDL=:8%^EMXM&2U'7(7D&C8-KB.@#&K?18%@B:D@ M/8H$Z@V!=9D]8GZ6%(F*AZE0KHB_T:@UG)*&@",B$!2[OO<<$!EQM)H%C(KU M3$T?X:;S!T(K4Y"ID$$X1+;BD+07#F>12,GD(LVKM^3(K/9N9?48+2+_NH(% M+<[]C`HZ*C[60 M0V%E%-PS*;?POS15QY[SS@?)XN; MF=%5\A^O+-7+_!VW\#;H*3=$[Y/Z%A(NE2/3TE?"MVR@U#_$$]5\2<6.#W"T M18"6,#D;N!1_'%+DTR9O!Q89J=O7XZ6<=2)W3>AI86*-7H2QS6F>93IDKJ!^ M="^LT!&7XVMX<_DVY@2>`JVK(M\:WB[.6 M<7%Q"@8?*!G'?#0I?7%BJSA\Y(TT5%VK5AT/W]8JXUL&40R_DH$ZC#]-,O(O MD!RHC@(M&NWKE[X-X,*Q$I_0:^W)HOOK])P2\4*76((]&`M@-I;""RLEX/7% MG4FE]YQO%?JC>Y.+2`,L-J9*`'\DHZ@.I]S/X%+Q"X\8!U+F+OQY*,S1/<@5 M.+##QJ-E[!_Q9^A%8_VO23XM,'Z!`9#;W03KG?DJ#XH7`.,4OBKKG$3\-1)# MCU1_ATP=B.B-'K,U%38W#^RX[%6AE@(WQCOX=Q!J/EM%B4Q:"7K%IT/$,.]E M5<1@[QBTI^-0JP=9.R8?V2`4T6&$AL#;0:O3Z:"QA"JH9;P]YE_PTW!J/I$\ M'H*B1XGO86Z*_&AD_+!5@*6:%BGFI*XV#REEK&NA9-< MT*,F=Y-F`SQ`42NB&U$O=U>NAUXR5X>6,ID?"*[]#IT-;0+3=]&!-O%<(&NY M">I!8%2+B9D(7"&%81S#2S%^LRC0*'V9E9RB4*[:N@@&;92I&*F[,P6[31GO$7Q_Y040]EHR591D9. M''KF_)S:<>'U@B&?%5/6'.$GDII'T8?8RUOWMVA_4C- M)UA)#CK&O3<3CH'`!.K>R<484UALQY$58&%0&7Z3[F+%C1T`0(+PGJH1J$\$ M)\4N`I191GT>M@RGN%'OR*#V$_2@3#_Q,VY)/3.5YE5(9M6,4I,3;[%X=>R; M$]%*L#1!$4L*"B6&,P_[5XW(C$62L4&HBUZE%(37Y MMX00@4=$;+!SL,H=@MZ3YDK+!^YIXLQIQ^0`;Y[#](K M++_TR:@V9:C;C=EDU86E$CT:\F_(/X/\Y3LW3?\1)?>.$Z^.E2R@S$45RUI\ M+0T#-`Q0`P8`,\J?I_^(C%F0]Y7T#Q93_C?SR5!$3[9B0_D-Y=>9\L=>Z,-C M.$WZWS!;5\G]%.%GO4RHW1]*?G)2'>DI##5(E=X)3]]G2FZF9SZ](67+/XS= MA0%'/_#EKCE!])R>.+E$N9V5H]H;PEY9[A3$%\4TV-(H/5X#KS(J0^=3=T89?![ MG:2'3@'%^4*!BG!CVP_9F!+N#L.JRH4:1#"H_:4;068=Q#T$I+WU=XA=H\AS MP7>1W9]K_B;PM]K1A[XP_VM8WJ/;BM*:]&@X=BL!;J:$"T_ZQ.*ORS4?[['? M+B:K6)$[U'FB?P[%'=P5)I.%01G'$D<]/D(`, MC4*IMS9^_A1$XW\3O3!1PX`,'@N2))B7I5K#S2BK!]M])K-Y0#9A#&K';/8,2 M*+PL^SY;B8397;GS*H36NA(G+<&N.5?S"C3.TZW6^/Y%"2O=888X!F@O3E0$[I7TQ+'0C1KZ8P6L?-O6Y.)#UZ9G4ORT97Y\";:4!,7`);X.X3GA6IO+*RQ`VG-IAE%ZPI>'3203/G<5DQZY M;VG$?+7WQYX6DV6FB**P&GMHQ37X+GN@XCQ4Y"K8>7J/9(D2_7<1P$OU]-Y' M)0[_OC!G0#CM,_/)N('G)+^AD!VPIJ)_@%2.RMTF3MG34H.B?`LDS[$)S[(G ME4L!1U8<15GNOLPDIQ>E*ITPSJG*,'Z-RG:[V@ZT7)1]J-T&\3G`V6<8X]X^K2''4=E@G^B53-7 MEV*!)\A6#+!CWSKA4_T`=ORD/E(SH;_K$UGJ5S*!4>6EL&I(;Q\Y#%H&OIP50KX"W2Q/=KE6/*NN0YE=2J,0\S(_\]91 MHE@:6FIPFFD(#^$*'EM4VL$"E&$F1$3)N[PY.DE&W&BQ(ET*WJU9I>1G)[_3`Y1, M0W*D,__*5"H:2B'=H):JP^"R=\JYBG.RJ')#4>.3[G!D/@:"H^I/IRG57E+" ME\A4`L.(.1[/ZF)OH-1QX[A>]Y$ M5@-RL1H5P8%!A.+0\4AH<\N3Y'P9H"GV95\W9II@VA^(I'JHJ6S)$FE2V@<$!*JIH7A$M^5:6$%$P+[$T M6HE4M:1';7),GD!;;<@@*UBQR".A7!>6L#^>>2-J[OR5>L]P_LE7^%V0VVWQ M]=___+!TI;2G)#%TE=H%/.V,PS`9>VJ&S3;#9G=[V&P53M-E_)S!^_&8/AR% M>$HU1==R2-]N^$F30J"9`%E)]*^9`+GU"9`YF3^;Y1>Q<9KCN;/8K?ESIS5] M,UFMF:S63%9K)JLMGJQ6A26U2%:F9>H7.04+'EDTNVRG16LSK:V:G.]F6ELS MK>TU3&NK0M"N$*!I>8NST6@TVN4X>J=H<]'XV[LE=9MQ<,TXN&XS#JX9!]>, M@]MQD=.,@VN*BE]B47$S#JX9W]6,@VOH:9?HJ1D'MQD;Y^6.@ZO"FY'+/:$G M_7RAT2\\=^6KXYFSA._B)+@_=KL( M1Q*299LM#%&^N`I&]/-ZKO(!R,`/QDMD46S&FV"IG\Z8\]&UM'"6LTL51H4> M%+$F6*5;M*?')RPZZ2,7LTH@S("-T<1K^HBNPUKU8,B"F!\AT^Y77A* M$.`G*MF\\[W0M="$\/R/QC^^T/^L29MK\.DI-Y/;)9FWL;MX6_`6=+ZBTKC- M"-).@YRZ(D?-X.X4=7`]@ZAYQ$JMYQ,T*AUR!XEYE46U^1U>#C$W.*H_CK9@ MVU2&]_RW7@?]M]45FJNI[]6\#)U^BP69+T59]/9Z`S@U#J%VQ"9D=U$+-@^4 MS1.D0?*N6Q89:^?%=?.YY_Y/'WLT>Y86',\]_BHH2,0#= MW_^%)[-RWKCV*9^:O6)9"V:^RU+HH7#%V*9?[>_UCG]IHLM;BR[703$W\>!J M@E:UPF4-`X]-!/<517!KBL,ZO(!V^43;(8^U=,9\MX*VX7CN71L[#'_9SE(&:[M+OZN>F+^CG<[=UL#D MIW)O:HDBFU<'!8E96;6_5.%6U18K&>39HCM'`7N4`]JMN'4&O=;Q85&#:%/X MJP,QE-BL-L@L[:,KB8.*Q.#B*(5_&:I MAC$JF)V,=1OO,!9.W M!9EOR[&M+;ZG]'#55MY-W6ZG=7@\J#<"&FR^\N!B]3=U0[G.NIA:E.F\2Q;6 M-L-;W7[K^&@7BXIVY'YWR5-?ODQXC0LZA<_ZX9`L"S4>=@?)<3MQO8-^ZW!0 M$;>N`7V)VYH9T%S'W4Z@WZ#6_7%3^[Q-O/HLF;!)\F MP:=!\.L3-F4-B1?[7-RQ@[V`J]EEM7F5R#\XU_,/:B%G MH3_U`D'[F].I[_VT)_!AY\EXV^T?M3J=#@^[F9A/QI#'@WCC,?6>N3-Q,K$Q M#F]E]I$Q9.=H@LB(DAT.O/! MM!U:G.?+,P`$RW(@:)J\:03A$">]T"#DT;WIWM&T3^_1%7YP;T\-;S0*_6!1 MMQLU]U@#+`&0!DTV%'QU?#QA96[SW:-K4/UM<.C<4`#L:I3STCFKVOCF!*T, MA6,+.0F49S.;QJ#S"PZ9NO,%?-VGVQB)>.I=BHX>;6/:()Y=D\`2M&V:E=9(&1 M9&5?3$SDK"F0+OQ:_#0G0+"$0L"HOB4S;R2:J&`RG-W33%P1K#49*_IJ/`]K MV3RG].RG'X&X''^!BT4Q&)2;]E0:O]$)AOC#<,5(;@`5&2("EHX^3%[":^>) M*8A0TX^RMK,$:$OQ!>`:A-$$QWSBY#CCQXWQV\G)%39%^SL$&1C`IJYYQ\/< M<(BQ^5\!&UIWO`P.?V9$M+BI61"$DRGQ$4O8D17Q2SYH!#<4]!DY\RLPK)`&6L??41/)P8F`>32I&SXS).2 M3:#X`L\E]0Q/:%2!4G8!\GDP._ZZ7^%'' M2F39;HR)S: M,]/9,\YBN8$&P:+9@`G(""J>9.]Z,S2,XV-9T:Q!@)#YEL!X]/S_PA_OA3-5 M^ZD[@V7N!+YP399T+JWLFW8@8CB_:=M'AX^N7[N`^/C:I5E*/U`Q#C:Y?-L] M.FP-X&F$X.)ODQ+2@FO"LV'1D(\P/->0PZ;50KB7YX*(L5U6 M#?SJDTXW`,8RGV)QOQBOV<>BY<_@?6*[\#198'35Q&CXYX=%8C)MOP$T^!X! M?0>D<\5F1Z+U?(7JO!18C&/$! MC.0I:RB&G]4*!)G[>X@O4V)?9(:O)S>?X3D],G M(0J2!6U?6A[6P;UX(3L"D34"CD+F+/OHA`Z=T(Y/*.U7;7#ZG;PW%I3P>G9,$0*(BETDA430X%$(5+W8?'Z.:X$=,9 MJ:28$KN#5I;D]H#84'2CR2J-=-.2UTVB%(<^X]1@T[>4AKPW`7+30-'KHR6. MT,)WY?3HC)[.(%TH*LNR.L."K[4HWBKG?A5#/T02C=VA*>XE2'@X-'P@XEZ\ M=E_<@UV!="7C4Y)5>SUDU>O(!PJ(/9$O)!"N#E`O&/>P^F5(/DB0M.%$]K1F MEL]:?"]V82>9.'H\:CSLR7<6ZVU^$,).^CAQ/X)D9,I'%8-C:N`PAXT2X+#? MA^T%5[[I5$]O"A0`^XL)^H?(DRS=1/98=W`.!=Z+KU\&G$:>Q)(O)_+GW`D7 M_3E@HP!\14X7+X5):+( M>D/AP8;6/&"XE?:"3.\&B]G^@OV4MY6\C)JKG![#+0V/^IV@G>U[0=#VL1D8 M/7898BOR.;$H7PPL'DE6B^MF-\AOTP:!./1H\CP:Z?(6]@R>KTX48+KD(_!% M$B;XBR/]&4P+]#>V%*2[0>I`Y""6P(XS=VQ`GI+&]-@G(?U^3M)&MG]N^?AG^\P40!+8[+3<[118__+@Y>P,T,X*W@!-@N?RO@T&WTXGAS[5790!V MLP'\&=@?7=OYUYN9'XHWQH?*]NML>3\Z7_>HZ'Y7Z)>TK2_L@H.=2;-(T[`D MGGL'`QW/R[98%YP%6$V`T^T!."7AN083S[?149"-F+)7M)\$:=4V58!5D@'6 M(X5N[^!`/VCV+5>+W^P]SD)QZUWS?)(KTT='MHS\PO5]]US-_UKJH`>]XTXO M!B+G=A5"6>:J2D)YH04#RLJ(PUZOOQ]#HBU9<+S$`_%M5W M.<1MGM7+*BMO,O'<4H`GKZM[/-#T=&K5,KOF0E+2.EBQZTEDF%Z!,#]W3]G) M6OK(1X?[O2--B&0OOP84>:Z@G;R#G$!>`\^;`)4CO)0J4F.K]JD"KC7E6BZX M-":[N8GLX"5]5W6`&;^;A8"T^E4`\QE.*/' M(+XQ-WP]VE;K@E7E12T!ZYJC^;ECQ079>MGR76WYDE)C^?((]/$ZT%^J',DO M*L^AW"TE.#\MF.9:96VN1(^$>]G,[!'(!+/;(="CF4P M<+6`==J=O4X_AFW%UA5`NA)+$:2KD/47Y4<+Z^0![O-.?`_1ZW0YIJ]K[+[V M[2T4.OW^X'"@75XY@#9WK.57G5N65G.LG%KQ/YKD_D9^Q#(@+U...6V%,Z@$BGV!9NI#)3L]W='QSH+^/55EPA>W+I7:QZE%4%2QX"6?4LK?I>%CRV M:5H7,'JVR)O!K*]T9"6`'J+2T[ M*-V+Q/G#**6=D'A>`I>`A.PZB":XY[_=R@\JZ;!+6@=$1U6Q_8 MR[/B$2K!\@?)R/;\_'0Y'L,/?B6/>=#3@XBDE^Y6.5SK61<%H5X>Y+ZB!(]S M=X2U$>),\'^KN-]@6*;7T0BNF*"F_ONYCA]Z[D*(K/3S\"`5_Z MRKDQ[MT)9H?-1_K*LE7_N-/37@SY=Z\6[APX7^K5?SZXBQ%*=[^BZ]8-$BTZ M_70FAI4HY?[^P2+[)[W=NJ"MB_O-PE8,O^WCSGY9V$AJC#@?$#]//P>D>:K` MZ'Y/I[PEFZT)5U7BN\B.Q9!4^B86L.NY^\"U!-7*YO9^+AF7L7NU<%>`T'4! M*,B$E5U<6EF?N\FTLDKX,@GLJBVK`+$"C);;MB"?KG!<8JYM;^T7$. MU9ZQ>[5P%]6F[9RFU!8`+T8=1P>=PTKN^TSFF]V:/SDO,OK.A1<$E%4<-3XI MF];=.S[4,Q_S[U@QL"6Y?6[7WWSJ"K.9VZ#%RX-0U1FC=K,G44^;L@&K52>> MWZHBZ*JZ"^"N"E,\\RY?UGSDE-ROW+\&-I$I$&KR4-6>_A7[50!>!0I;W;G< M-NJS4\G=;&[S:DR5"H^ZF`P6[+,&.&L(W)?HG) M.>+=A7/$2S1OS-47L_)U,V;:Z06^:I)BJM/EYW3#ZE)7J\!(=0=KS[PI51K+ M?ZI-.\6VN;(?W?@&*]X'S-<+^'?#-U6J\WUC;.6BL9V!O;F3 MYDZ:.]FDQ)R?%>+?#=_U^D!%6GJ9,,K MO")M5,3V`:`1$EDS'W(/SV&4-SRAK85/`Q$9HK[_?&G2ZA>YG>XS?X'U3>.]V MCEJ=WF&#]XWCO0Q06R"`DG?5T,#N\WY_O]<:](Z>'>^UL]A5;V\`&UE>.'3RVRL5AZ\J@"$V M)-_E]AZL1^?O&T1N&)&YW0$-(FN-R.>.*3)T>M7_/HJS46FT=?@],&I_7'*4K;?O.*;U[QK]@`;M"R0X?:_1,T M:*GE"78<+JIAXR0>&IPW&;<=W^)K>]W4`1DOW[K8.#P]:W8/] M.HF!!KG-6[$V]]D@MT'N:Q/+&8;,!VJ]F_C5M"#654_`CT8G:^^XO6"SPXH= MY'RW$MV6YV:G1DN<>I.IYV+#QX:(-PNFQ;[UQON*?FFNN[9AS5MGKW%WFWJ#:5T M07>33LKM;!;=WL'6.I/J;4:?[1I*/=X;,GUV,MU>`]U\#7";NZ[HKG.4#S2B MH#8OM.\$.=(OU@P)]3J=!@W/ MCX;G]E96)'/Z].ZI4;?8A@`:`M@.`=32SELH M;K5^1EO,;)&[#@ZVM.W6SKKEZZP!#KM'+^VL#0YWZ:POV+R]Q:F:Q34;A>.? MT[B1`.QL0D0M*B-RO=X;U+]$U*]CUFZ0`C(D;;69,>E8_]Y@/MJ_/.Z?G8I0 M/N\BVB,>/+Y&ULCB!!3ER(`%3H)`S((3U[JPS:'MV#-;!&LDG[S.-(@7$5-N MLA$::JE[H+I)"FB2`G:/(U]W(+JYD]VD<&4D&C/SIV&2F6BT#<<#?@=Q,_G8 MX+@6Z^[4G=0Y6*&"!$=+YS`E5%VRKK-767UU">V ML3">L34Q3,$0PU(VD$T.-\T4>CX+8F=Z1.05C*\])W#[;3MV/3EPRVT[-BYL M_C2=T,2B4<-T'._1=$>B+KZGUY;C]2ZOU-J`5L[1IK-!^G,;9HTU]ES66''< M-.D!+S<]H*&`UTX!&0)R2ZU3LM(S"N54I%,S3D8CD-FSX,I\PL_)JK9$YL5) M<#G6LBV,T+7Y#S]NSM[`0W5D3TPGP'R*7X^[_5X,8O;:Y2'H9D/P,[`_NK8# M:L(/Q1OC0\8&\`?]2M8\9:_321PR>_6UP"AX5.X4,P/\GHFI%]@S>9EE3]CM MX/^H#C3SZY;9MR3VSMV1+\Q`G`G^[[E[Y8NI:5LR`2EODM!2LCT:Z"A=M645 M('8U$!?<3`)$^,B@LWT@\?J.<]]CK]>O^")3PJ$29"=DU,HM*X$Q![:+\T&N M?8LAM"M!-X3'7U@5YL>P=D4P_]5S?'F*;5C!-'NQ1 M-7CK'AT.(K4ROT4)"-9`2*%=BMU]D7,JU)R[NAZMY+9U)9Z]34E("M]'?D@4 MQ7X.`]L507`R^CNTX>_8UTXUP+L6#\(-\RJ#_US9#_B(_\WWPNDWROKL=8X. M#XXZA[VBS%LE5'^IS@A)<[6W^\->D?KG"T/=WP7,RYFN*!, ME\V27UO17V'(-G^D$M375N17P^.L27QM17WK'PT[WG\Q?1<(-+@2_@WVQU?? MK)S@KFCY0#_-^?>O'GT'?LC_C_X9__#U!+`P04````"``,@XQ"HPX110`(``#@2P``%0`< M`'!I=F\M,C`Q,C$R,S%?8V%L+GAM;%54"0`#>&UH47AM:%%U>`L``00E#@`` M!#D!``#57&UOVS80_CY@_X'S,*S[X!?92==DS88T3@H#61,D:;%O!2W1-E&9 M=$G*_=+OHBA+?.T5C M[G8G;,;_0A_PDIRB]X01@147?Z%/V`_T)_R*^D2@"[Y<^401^&)[X5,TZAUY MJ-NU,/N),(^+CW>3Q.Q"J=5IO__X^-AC?(T?N?@B>RZW,W?/`^&2Q-:*KKG" M_F=G\.6WX=@9CAQGV-O,P(P M>3/8_FS5W_J4?3G5OZ98$@2D,'FZD?2LD_+N<=3C8MX?#@9._[]_K^_=!5GB M+F6:')=T8BUMI4C/.3DYZ8??QJ(YR17B<.?AA!P7UR1V9(OT*.)%>->)T+ M'JP@-Y9]+=`'DH(E8>J<>9=,4?6D&1/+$#`X$5I<"#([ZVA]N+`SU"FA+_NK MC:YZ6L%XD52G>P?UGX'T'?9U9.\7A"A9!:U0N"8LMUA`$!9$41?[>P$KU#P< M2CW@B"9(WLQN5KH2`3&5H2O7J@'=S>Q>U,(QF5&7*FN4I=KUQ/(" MR\65SQ_W"F5.Z7#8QD2Z@JXT3S>S=X&DC$@)@_(#U%M!]N%^?TN'\^)\+@B) MRLDM#)(K+OXE8DY$%>A*Q0-F`9TS"AF&X6*NRP.H>FQ^RWW(.5*=#3;*A\/Z MGH/Y"P[%1E16\B+9PR&YA*3BC\330V!,5ES2Z@)>IG,X9+>"K##U+C.I7H[94KR4+[1`:%5X@AF.B,/6_ M/X@9_5JB:(G1K%$G*F=_6(X-+FBZW<`/^YEK>+^C038*5MG$B^UH:`=82L'' MV@XL>AW41;%&^D_,/+151SOZM4(O7BXE6(<`,.EEX6_H%"34(D_/.2C219%R M!#,&ZG-W!YRO%\,\T]-%V,(5[PS+:;CL#61WCO&JKYGN$U_)^).0^^[`B5:_ MOT8??SZ7,H7>QU/BA]?[?#OY=!-_V6\.GVYE(#?TR^77@*ZQKR>BP1CKK.(-!?!DLW)WTR&\\1!)]&2RWJ=BED`>Q M_DSP93[(44#YWOC33,"%.^B1T/E"`>1&F;LC4@GJJFT[FO?#0%JUFAU?PY?G MR];CUE&UVZ(#\!NU(**T-)2KV%$T>GF*;#QM'3W7%$^I3U6JB\VPL2/1(-*H M_9:W^$DWC!>!T'MUIMG%(-QP/2Z(=CJ#REUL7>X`7!$0+^54)2DF^8;K;C4O MY8ZVCIIQ0!YX:A/B&V2]>RGC("#;;3,T()*T7XBI;GQ1*-CS[ MF:.>::-,/K8NCR[X\.YQ7JU8L,S MHAUC]A%H'7FI*1]:)NM9LUJM/>NP4K_2-!:U/U9\-;>6L?:M1*K4Q;?]K(?7 M\/[%-L:+']=)=LE']KODZ-6.K3]JWMZO>*0G\>"HS(-O1A"?H929YNK%!Z*V MMWZNN33M)V5D&JQN4UMH*V9AH=UQK'K>!K"@%Y]_11$N@] MDRP[=Q5=EVTB[V.@P8IP@/KU\I5@3V;29:*XCM2^#P;I+N@T@&2_)V)-76/: M%`DVW%X]+^!FSUO7^T-B"((E&9/MZX3MWN`R4%:MUO`R^WD$VD;E!Z`S<[?) MFL^<7L.K\$,3:HC+C\%HYC[5/J3F5.UX/?Z!>#5$IW74&ER?L#61S^FW"@VT M*H5WGW.Q3M^L6CN[LA+^RE.W."H5:[GVY.T599BYS\C;0@--/SGH?@VH(-X5 M,!_^+6GZP=*BYP5-&NW,UA+6B=?457'4)\:3&"RVYBGKR\OM&54KM M7)A8LF@7D583F3YS,R93TWVE2M1#_"LP@&98XWQ.H,LWJ,>"C50HE(KNM(CK0E*)XORN(=BS>WN_#?=6N&: M#KLF2(=9I*][*%)"^5M7M6"L//>:@!UEP?[90Y$V"M71KGZML(M.QB9(C[)( MW_305@%%&O46`=-!V03@<1;@"8S[1`O%:LV5*F/)V[NRV3Y2T&U/G6;(,]->]51CVR]8-A-Z(>Y M23`7]\;`.GFTN&UH47AM M:%%U>`L``00E#@``!#D!``#M7&UOVS80_CY@_X'S,*S[8,NRD[;QF@VNG13& MTL:(LV[?`EJB;2(RZ9)2XN[7C]0+(TNB)*>2Y0P+BL26[X[/W4,>WZY^]_MV M[8`'Q#BFY+QE=KHM@(A%;4R6YZT_9^WA;#29M`!W(;&A0PDZ;Q':^OVW[[\# MXN?=#^TVN,3(L0=@3*WVA"SHK^`37*,!^(`(8M"E[%?P&3J>?$(OL8,8&-'U MQD$N$A\$#0]`OW-B@W:[A-G/B-B4_7DS4697KKL9&,;CXV.'T`?X2-D][UBT MG+D9]9B%E*T-?J`N=.[,[OU/O;'9ZYMFK[-="!_&T!6?][IFW^B>&&;OMM<= MR'^G)=MQH>MQU4YW^[8;_`3J[QQ,[@?RUQQR!`0IA`^V')^W8MX]]CN4+8U> MMVL:?W^\FEDKM(9M3"0Y%FI%6M)*EIYY=G9F^)]&HBG)[9PY41M](X*C+(M/ M;5##N"C.,1T#S?&`^YY<40NZ?C&A%W2.P+XF+WJR27 MK7W`P@G?XHJAQ7E+ZHN&S9[L/;+9'\OHNE\W8FAQ+$=&"QC?@/0]=&1D9RN$ M7%X$+5.X)BQ3R$005LC%%G3V`I:I61U*.3:1)(A?+ZXW,FD)8@I#EZ]5`[KK MQKA?O M/8X)XEP,RD\B-3.T#_?[6ZK.B^&2(12FDZD8))>4?41LB5@1Z$+%"GL!7A(L M>A@4C5D6]436(\LI=42?0\6]H8QR=5@_4&%^1$6R8869/$NV.B07HE/11V3+ M(3!&&\IQ<0+/TZD.V92A#<3VQ7:#""]F4"->'9X;Y(B,88MYP?UZRR#AT"HU M;HOTJD,X$8OH-;J%V^)H98A6.!*].4=?/#'J+QYD@BT6`ZA5N$`,1PC%V+G^4%,Z-<2Q9(8]1IUHC+WAV66P069 M%4'+$HZWJ=F71=M#N2$[]:&LA`EF>7/4MK$@D_M;H;"AN._*"B:N(42-4,;( M-%`_;M58VZ9KB/<$G=8^`&*_I?8:K>=RJ;<7W%W5^K%"Q]D/H:]0/RY"W>&^ MT"*=@_9)M(">XSZ[4T;JNYC%8TRP7"A=B;<[N-'61<1&=H1<&JS@)$4\EG:Z MW:X)VB#2B+^$Q`:!.MC1KQ-Y]F&)@MH3^-1.5KP6^P0N5B*V7'&"4!=$R@?# MF7UVHD#WRX,&KW9L_5*O$P7'*\J!DSP'GHP`N@!Q,P>!GG_FHEPX+>6"]"!N M[F<0&0Q=B9QQJ+7C@2//52G+3"Y^4EA`/O?3$7T:T MNV9XD/IC^/A.@1-A0Q/Q4A'DP#ER_+;OII//UUF"QA'@]A>Y19A#H23>ITXS M9!'R,*>6G+B"1#ZP*'%%-[MP_-;$9("6\D4$:\'H.C^28=2H'GL\K@)""U`F M^M!YR^P^H7`H1_9YRV5>AK--D'/QQ1/Y7=X642+'\'"+"_M7MDZEU&6N/'.I MVB4ABZ8\5S-8:Y2?!-9QN)+-Y$4C6RD?Z45U+AFYH::%T'6<]+HOFY0[,\.! MJGB)UI7?E/"^B3C?/1UW_6:Y$U#7E/AS^\=PJY7)6TKNKG+*=C=\673D#PM: M@/8X,]K0MOV(06<*L3TA([C!8EF72T:N3@V#J4)FBJ%K:6J6IQMY:$60?0$9 MP63)O=,2,E0"NH^GM,VG**/(00,2*S`H:Q?_X)ZMC#]W2&R0+ MBE%P*QOD`^T:K9SZ$7.QEPLZ5LX.SQ*S$CX8)HX_Y`-WWIZE]U2_:Z_$6?M`)",[5>9>]?!JS<>2-OLS&7MRY" M5KPQ.R!F3[HQ#RWZE]W$MRD?TP-=8Q;7"RMGWB:=Z76`4O?A;X0!L*`,K$,3 MM5[`EJH@5NC/DNC['1`S`:"R`3;*2)WX,\N,([AF-PGWI`-\#:!4Z@276W&L M0)I)D*<=$&D&X_-)MTZTNE)D!;27!/JZ`T(E\*15)\3"HF2%M9_$^J8#0FW@ MJX-=_3I19U4M*Z`G2:!O.R!0`*%&K<-?5\.L\)TF\9V)$:^T0*366([2YBKS M]?ZY"KR*S-5,S9;E+)W$^_@.A9!-53.*0Y(9P&D_P'.D!9NH M!0T4OYGROBAVWY M\=0J-%)Y4QS;?+S:Y-SLS*C.&JTO'N9^_'CDB;SE()YNK5E"\^[D:`^TRZ+7 MT59QNLZ#$Y[]DF7RZ&D/0E(V7B@UV7YHQ];1#JTR=T.E]5\HEVD?=#R>-,LC MY-B*ZBBGX2U\Y(2.NSR=8^:K$+>.HV:K=OY">+D2$^[P0>2')?+="*HEKCW7 M_\HY>2::S]E>-HZ8P_W]T'$:*_$Y]%5NSO<>1`>0O=3U5>KD5)TW'NJ0-_5E M"`ILZAI+!Q:8(=PPY/*7_`HZ\>1?4$L#!!0````(``R#C$*$VO%#_QL``.]\ M`0`5`!P`<&EV;RTR,#$R,3(S,5]L86(N>&UL550)``-X;6A1>&UH475X"P`! M!"4.```$.0$``-U=^W/C-I+^_:KN?\!Y[RJ9JO%SDKV=2;(IC6QG57%LG^U) M;BMU-461D,P=FE!(2F/O7W]XD!1)/`C2,M"SJ=U$%KNAKX&/C<:K\?V/CP$ MVN`LCTGZP][QP=$>PFE(HCA=_K#WX79_5@DN,'T@?O@=>G/P383V]RV*_16G$GQR9OCXY.#QP6UX30H MZ/.3H^,WAT??'!Z?W)TL^OSD@V?+PY.CH^/!_?[FX#>_Q0[`?IZQQ0KQ7:;%2 M5'K';]^^/>1/*U%)\G&>)=5OO#FLX-0ETZ>Q0;Z!)(_?Y1S>!0F#@G.K]V>0 M5H+]M5^)[;.O]H]/]M\<'SSFT5Y5^;P&,Y+@&[Q`W,QWQ=.*\C6/&=WVRN_N M,[Q0@TFR[)#I'Z9X21L[8C_TEOW0\9_9#_VI_/HBF.-D#S%)RD*M76];995* MAZ[!7N,L)M%9.@YU5]L3?/KN9,4S#&CJ.S?ACOF34>";FLYA7^)Q-;[5"$<5=%:6P<'QG^)^MRR[+IV$K7(3YBQ) MIJP17N0BR.>\W'6^OPR"%2W_^.00)T5>?;//OMD_.BZ]XY_*KS_2/O>!I+<% M"3_]@A_FN/X1;N$/>P:YPRYJIC')*NA!%O;87TH$LMPSOO_00W91-]7>R6RAX1*LH@*I_L?;O?^ M*N00%_S^<%N2/WZP^`0_X+0X^V,=%T\L1*/!7EKDD\$*-K*HM^9]/_!X-DDBF(6#P;)=1!'LW0:K&+:S1E]4H^.2YY9 MP6_RS*@`AF*NXQBO`&)V3%?"";A%CB MYY*+C?`Y9=C@GA/F>O;KU<=K,?#_*2/KE9(I6BD7%.F!R+BA$?%."C.N+AN: M@C#['I,DM-@0J\1%7NI-LW(. M@BE)ND#.UKD';7UKV0M^VN%07"@3Y\$A\R@K@&:JJ8N`&KRSYQ6N\; MG,U)/?UEU7>?F'MO!*C[KD?0[]_O M\Q"477)5HJB2?=E^_)30\0B++]+H+"WBXHFMYE&?PH:\DWE>9$%8J%X7.SUG M_<`0,VJ?9*/DG4M#D4H#SU(545TDE%%#>Y?N*\?AP9)L#B,<"\]%/W0=%OWJ MHT!Q@YS`6E^D`R!NEDO!.F!Y@TCRHHL97E*_G^:#&E7,V" M9)9&^/%G_*0U3I)S2PP-S#8S.D*`J*%&IN%&*8RX-*+B/MA1^;$[6JS"K/9C M5UQ0@:HHT'P&HN45@+2=!9/QV'4.(ECY M#2?)SRGYG-[B("FBBI=))1_]$>J7TFR3HL@>^(;N[OS:08YMR32P&R3IR,$B#1J9":RU!J( MJWAD2.D,;_"*9$6<+L4^>/WP2R/N>`QK!-T9RBIE`;''"%!+HJ]R5&N4AQ=0 M69)'-G$V3VD_NB29?@:D(^66.TJ(;(^.6#`IX;2HT!``104:EH8$01%S28Q^SW75]>Q_0ZKA:%_S`&O5= M>K=H5'+UVM@A_QH)9=30]CD')P9V8MKGG'ZG"F<, MLJ[GXK1PN_-QDB`()O6AT\[+E>/O]+!;&*+>T&/2\%F%9=,LP'?))A)'@RO+$#*&_VY"BBG=H.I'X[# M`D?J%T5C?;^:VZ.H=D:T#Z6:=<`0S1*H-#&5T^K[C",44G$4X16+RX&0SNBW M?'@HO2_RX'6*1B(=0PUIVOWNZFYR@2!%VQ=Q,(\3.BC$.64OGR*])TF$LUSD M?N@)P.W573)FJ%%-3MGJ@G%!`P%W*7DQF[R?7W:')YBF[OKJ8__^WJ MXO3LYO8K=/8_'V9W?P='5;O1H4G!$QTMQHEZ:8B4&S9B3+:*,#@U"4.RIOWT M=?`4S!-!J4YBH>^/3*QZ_CX]=MOQ<,@C1#]LR,K.,L1@Y]F+=:-0.U*!BVFO$9\A.S1>+].$4AY/S$DVT"W++7UZY? M]BOZS%NL-\24PUC6@I(%;S!BWRF.7VH,81WB^AXSV(T58(TUM?C40T[`PX2^ MQ\U MSOCA,JM!F%[9W]BVSR#]<%>G"2;>&P2W=U!?ET-H+33P.REFS0.ADL[GD9F".4J!=]T:P/OHYJ0!DVS%D1;BD&:LE,9 MI3^-;ZWEFVB:\_B6*J`IUW\B7\<[\C*G\7H,VIX(IU-.&<0AT@RRT"N32Z@49QDEC&$TTI[)9<^>-.( MPB65,6Q3$@I2S#8@?9*=BE=:]81JH!,G#0!IQ3)P$=HL#\E3/`-# MB`Z@+@.JQS":^VJ%LX"E(RU/B.O:72'GD@!:F$TF2$)@**%#UN5&+0?L3,8E M+H3CNB"Y]H;6MHS32UE5\%KWL#8%8"T8JJ!)5Z[B`B7T,0PR5#LUJOF$]T$> MAY,T.HV3=:$=+O5JN22,I0E-"O6H@'$U=CAU#$/4`:&PC'J9.MI'5Q)8"C^ M+/A=YE>%H4"4UF)_:[`']U6H1Q-WBF-L.B$O22KOND?8U!)@J*:$I4\Q^3L7 M`S*2JV%=Q"F>T8^]-_,V!+VP0P*J9$@M!8\E76@&IC!1Q&6AT*5_RMO?/'?? MY+:W&>T5SX--VS4KC/M0^V>TW^-EG++0C?8R]$&(JPE'QU>LZ[?.JM]*:8>C MVXO6;1M`C].B(8('EG0#R'O*+!%,.N7;W44J]B;#SDG&LJ^9JL*R`.<[S@<9 M)A'12AM0MS$0LM2=M$YZ+4C&L^C9^`WO=.4[$I[!5I4^`++JS;+@JJP,G:I: MQ+9,A>18KS,28ASEY[2AIR0MLGB^YNDL3:<1^Y3<[K&S,:"]Q:F$YD^(E&J>YAP&+N2ZG6DP12AJ7&/6<:%,HOF8Q3E+(^M) M-%T=GXFUFB]\#NT-P-K7H^QK`TBCO,958FR\>IZ0SWVW;9E5/%WVI@6ON>1- MD@?C.RU`&B]U8TJ(:X';3$D=/D-'QZ^;.,+1^ZO>!I8`A\6CH4F0VN?T;.K^X^NT6G=]<_8*NKL]N)G>SRY_0 M9'HW^Y4GAWBYD+X31VK"34G*9?"N@=B,V#LBWDEBQJ6(S;NA.0QO1B/<#`;T$_1=L^RN/"' M;X\"E[M7MKA],YIU1775_/)4;829G6T=P)Q4`I73P`EQ1L55>7,=K,WSLF&= M&S^L*T32\TL^C1EF]G64`--/C51QH*OF7P#RO9H"^HP^'G#7W!'F(;A5LV+\UDU-@S"(UMSOW;A+].D4SW7NTJSB:Q>^#KQN#WY7 M'@S9+$!*Q^A(1@-,EHH"L0IR#.TN;EHZK56)VDLY5L,]1Z-5LMYIT7 M_=A,8X^\>=\K#)=CWYL_.QR`&J<]+S[[(H8<>MS:*9SB/#]EBRWQJJPJEIW!\@!IE,*;/RZ+Y:Y`&Q3K#[&LBMDC0%P46UZ?D84[?38ZLIZ

7"<-("4YNPJKC5UP+K5!LC3.`\3DM-WP]:5]BE[II_!H!XB M*C0A4U(/MTO.DP,T6698G/MCSG!%'_-<0I#6+LI=PRQ%$HU@POZ%7I."2Q+V M`V\23R\-AFR]$+L$VRJ@2@.<[[N-EVF\B,,@+63[^GR?K;+3(\V##&H=;K;2 M!$/'07"[U'QS@!KZU4$#QM156<(+K:C]1-B9,-:,6:IQ9`8Y9ZMI)ICU6II* MR#L]^I!UFFR,JL`89B5C#54^(T=.Z^*>YR)D_S;SJ/'X3Z[5)=TWU$5-*G_S"+!O`:[L4,^H5]> M=,^+?8T:!;]&9=&O>:_`2Z_22&S+!]^1L0]Y;IE?^IO4 MU[O\^:!Z8=`9J!P7S3W!=UF0YNQ<3O\*4+^:VUMF[8QHWSYKU@'#2$N@*@Z%Y4!7*XJK"KSQ.:53SSS.CK3/*0F=;GS?YR M@+9L@Q+VW:[G.?YCC=/B;&,Q,:L7=SK?U0.Z-:FED07#I!Z`4N+D6AP)>7#. MJFM0[_2J7MXGJ)>Q.[D5[@S@,HGW(\=7B+"_B!SKDT)T2[0JY M)),:8),^;0DPA%'"ZE)D_HIECV/%V*Q]$^>?IAF.XH)]TK\@ M>@W'[JL?[Z,3!<*D?8Y=8X2O44F(48^+N[M52[1A2BOF\0TO:;:60\W,MHWB*8TK5<E3`,,P.9Y=HBU>(74/'3ARS@SP/M,_BVC`8 M=Q[$&3\XW3@F.DOS(EOS0YS"1$U]6.JZ9-\@36C_Q0J.0^J`=.]I/,9V33%Q,?,?N MM=#-\P]3=39:&6A,/8*QU//.Q!%@I:-O]<'*"4NVP`Y6T@*0*`&)(EZ(:MN] MMY39]$U2?>5?:/*L89!9]A9$W'$67`H.9XX-+R55D2"R)6 M&6&'?Q\"%#9*0WGS:M#=)4G0)YP40T#JS'L]HT'89=I),^!FYDFU)`Q2]<'3 M;]7`^8X_6M3FE?L\W^,4+^*"`[<_<3*B1#\G3T:;KCZ! M,K@X[YS>G0TFGQF+EZ`('JL[\J"]`]7&:6JKV!Q-XY'&K5<#^3^P-#_<'V6R MFO>#B@+(^3'X37R/JJ,GC/$!*Q$&WZL\*(V<[7D5&]W@#4ZWB10[=66EZ2-W MC84IJL0U!C6G_-S@;$YR?&&@J3UD>1,]?_I20:@)6'V36G5>1!5+#2S`6;`Z MRK`Z@!VD#85LHY%+"17K*_1@W89KLNT2%R+28/W4'E/T4QHE01+S*WFIN97ZR(O*%ZQRF#B MY,`R7')TE'E-S@XJ`!J'QX#O<"RU58+B_Z9H.U]/B'$>4W(DTX:5YKWJUG&Z: MM3.AM7'6K.*=9<-P2DF?A!8,@E4S3*4-FHE5C?VVRC[2<-@9I$JV8=8$0[Y! M<'4Y:&"0<@BW03N8-*\$K$?M.,O-2KPZ5I+V;55!NIEQSX MI%O85`/*VI\R_4J#3M@K%UN`C;3CDG`9UH2GC+FVB_>-72O"'P(E$SO?(.Y# M2Q+R.4A#W2*^E:97FNE-,7).5H-+0"W6+AMK0114DD`)2)WP@#C$?WAG&]9! MF\I36^(VPC2I9CL:U?K#Q(8S9;Q8\1"9TU"OTM M?DJ,(U(-Y`:BEG?HM-51M*8=#D&9**&\88K&X6*9!6:#3A[8&:$1#2H4O[0& M;:$>W:`!+\5'@XY-H@"JF?0`I66`1B:%W"*3@L-J?_]TM5C0#YE5`VREP3>% M!-6F4=#\"9%2S4<#7<<;UFG2`<)Z]0M^F.-,:A59!%93:/%UZ[\41$LFZ:6R M?YY.;RXNIKJ*;CT&5LDJ;%(%"R$O5:LX[*:K9JTHL"KOPRE5?T;D,WH^&L/7 M`4Q0S3?>`#<',5^L\0L2?BHOXKD.GM@I$KEQ91E@C:<%*#4.DT21$$4K(>LI MU+((<*''MU]6>#M+PPP'.9ZE3<*H5F858K#JWHA1L2[+A5&<4M?3>`%\-(++ M@RN@FFP,=&G*[!XW^A0BG6/A5WX73`AG,8E0D*-XP;^85]?7A]O[Q1')FG_F MZ#Z(T!SCE'V[2C#?2EL(=;R,4[:_G/5805G\@6/^5'.,8F)1-4,JGGP\`3.U MW@$DY1;I7;-YP6ILG!Y5U67C,:`*5:'JUFI#QE/5WK#-+RF.JD,9DY`ZAS6_ M<.44+^)0O3NL7PM00PP`*T]`"E54Z:*O&]JH5'_EJ>UXAWI/D@AG.;O=LE"F MJ).E/GX#IFT,X)0!<2GZ%1+":%*(>(T%QVQF^#KHVZ7LQDU-TLBN=?IT`+U' MUE`-7HX?8Q'BOEX:OO8SR_,UCI2O2^/YQS=@*E\)2WI%N-!K),0\5?`E+MB= MN31@W,01CMX_?V;UV4__9] MP00]<%IT"-IN4U:ZJ*',+B8GB*NC4O]??1[1?\#Z#-"Z-K4J!>"+N<.4,5_& M2ZK&//1595ZY/*#U-2O(U_3*CE.Q`&I"*YQ2L_$T%/5$&+N7@BLVFLY30SG. M1P*G(&UH47AM:%%U>`L` M`00E#@``!#D!``#M76USVS82_GXS]Q]X[MQ<[X,DRT[2Q&VN(TMVQE,W\MA. M>O)-*`,LUT&D?&0KO[8('=Q0+XY=?'9>3= M`T(A1N\/AOW#`P^@`(<0+=X??+KIC6[&%Q<''HU]%/H11N#]`<('O_[G[W_S MV)]?_M'K>><01.&)-\%![P+-\<_>1W\)3KP/``'BQYC\['WVHX1_@L]A!(@W MQLM5!&+`?I%]\8EWW'\5>KV>1K>?`0HQ^71]L>GV+HY7)X/!P\-#'^%[_P&3 MK[0?8+WN;G!"`K#I:P7O<>Q'7X:'7_]Y-!D>'0^'1_W'.9-AXL?L]T>'P^/! MX:O!\.CVZ/"$__=:\WMB/T[HYGL.']\>9G\R\E\BB+Z>\/_-?`H\!@JB)X\4 MOC\H2/=PW,=D,3@Z/!P._OO[Y4UP!Y9^#R(.3@`.UE2\ER:ZX;MW[P;I;]=- M:RT?9R1:?\?Q8,W.IF?V6RAI7^"$PA.:LG>)`S].QY;R:SQA"_ZOWKI9CW_4 M&Q[UCH?]1QH>K)6?:I#@"%R#N[PB8OS_@].R+AT=\2/"O_4&'-GY:,7NAD`_W`V^P M`Z>G?L0U>W,'0$Q5K#4V[HB7*Y\P)=R!&`9^9,18(V5[7'*#`QP@.IU/5WPF M8L`H52>GZH"[Z?PFQL'7.QR%;"Z<@#D,8*S-I92Z&UV.?7IW'N$'(U76B-KC M;0)H0."*XS2=GR84(D`I,\J/;+XEP`1[\Y[:DV*T(`#DT\D5,Y)S3'X'9`&( MBFDE88NC`"X09"/,9U\6!#AALQY:7.&(C3F@'@TZQ.WQ^@&S[L>8339$.9,W MM6V/DS,VJ/`#"+D)3,`*4ZB>P&4T[7%V1<#*A^'9XPH@JD90T+P]?JY!Q&:, MD*T+\=,M\1'U`RV[5=&UQ^$%\XR7X-9_5&NKH6F+EIC,*/B6,*L_N^<3K-+X M!.U?:&YH98[H;JX03J&W_BQ2B14T> MQ11=*`,KTG3HTE^R#$@EXC%F8#<)U1YRW%F(I]C'OAT6]0Z_G MK2F*/_HH]#)RKTB?<[[F/<)!B=V(!YE8Z2M=77R>?I'Q.9K1F+#58]U1Y,]` ME';_A=/JD0ZV8397;1KV4A#T%_A^$`(XX/SS'U)!>H?#/.C]@7WT)>/A&BP@ M_VH4\T2#@//FIE5.BT-B1`(/$Q95,+C6G?HD*`V$>J">MQBLTMBN%]S!:#.& MY@0O3769ZPVK)"GJE_'PXB",F23$CRZ8S3S^!IZD*-3::L(P=!`'@=PV@%@+ M,F MY!R=1_Y"`$"EC:;B7SFE^$8Y;2A\G!`NXSFD@1_]#_A$/OC%S35A>.T4#"KI M[2W!?X`H^@WA!W0#?(H1""\H39[38(U+L9!&$YLW3F&CI0=[`'W&$8OH??*4 M;@)2*3"UMIJ`_.0@(`*Y+3JKF0U?@Q4F/,.2;4W*?58!B28L;QV$1:X%>^BD MHV3,IM0%)O)`HM)2$XMW#F+1*+,]"*Z2602#\PC[HDQ`0SOM*,Y!_3<(;'%Z MPLLE1NF^YLT=$YQ.DS@M/V%&*I^DI(2Z^#@99FNHQ&84F+F#64QTSCX3+2:2 M]KKPN!F."Q5@'Q7NI.MC4FBMBXB;`;I`^`8\?AG4Q+MD'W2:+&^NT-EDQX^\ MGK]E&E#+E*J2H-K*93S7`"0UF=7,OS90NN*[`9;4;@PMI)M9N()F4HY MBKG#F[:T"LPE]&]K8]AJATWC*W`M9Y; M*".PFC!M`3>G'<2\@)->^4^\Y##G531-"AK;S:EJJ!JK97`,%)*P6;PFF!@7 M47N[Z51C:.1BNX'.)`&WN%#,7A`.A1\Q"J18:5/;S;2:(6>HDEUQ%)2,IJMC M?@XC-V]A7JNAI=U$JIG"):*Z820%<=1+OK[NNPEYS'3?(-J^^^#&7G<+?O:P MFZJ<;1VV?7&MK];C*V58EK]K;*D+3E=1D%+)6"&`2U@4]GNEB=1:,UT4NBG( M,4-!)*0;$(S",#5M9N0^#"_0V%_!^/F<>M51%K76!:2K(-,$$(7(;N!RS8\X M(1">^01!M*#,MT^62>H@5HZ_U[*C:D+M+0<'T-)7Q-9.Q#T@,TR!BVZ$MON@ M#VHW\8X9J&)!]]T35.4;M\S"ZL/;C8=O!J^N$EH%VWI]2_-%+YMBEV/]8A?O MQU)?__ZK^.4%0@&F\BE)>0Y3/^T*D+0(42LZ$!/O8[&,F6+<<)C*/&?EHZ,D MOL,$_OELTU(0ZT1[65:CIPEW44L/\I@@MB:P6DG3)EIE#;B+E+IB74EEM::F M3BYM(FI;!:I],":&XO:C5&I2N:L+75 MP[FM@>3B6K;%T:M6#EVY51JUY6DK&W&VXKK238S]2A9C/W?BX;E7Z,;>0,SN MM-HPI@BHA:VMYJGO`4J$F]3/O[8:2BGT7,XWEP5R8\;*1RM:5*^EK.B[H9U5 M#]M`\4(1W4#@(X@S82XQ%6F_TL:JEV6@^4;1]CT1O]XO6OOSISZ%P0B%$Q@E ML=`94U)97>D-,-44WPW;^@/`Q1WC:G3/IH`%^)@L9X!,YRGC!:=$#\)M.[-: M)FV`[&[*X8#^*7)2FAB[A41I'C8HO,%ZL4W%! M^=GPX<_^8,3CS-$C5.+03+-?D#3+4(CH;/J!9=XF>.E#)/+^FMNZ!(9LB)7\ MOV91"MEX-_)OOP/NOJB3;NMV;NS(ZJ(@%-0-OUM0"2G%1$'CQAZL+CY:"G`# MJVH=I!0D46,W=EMUT9&+[`8L&AL\+A8IU-S$TKHNW[@Q2P>MTLO"V!>3V'Y2 MZ"4*;#LV'CER[9=:NH=?-C`G">&OYF3<%0;L.2;\'@T9KIH=N+%)KL;;2!^. MS)K-?*<%&#O`V$3OQB[Z-BB*M>$&B%<$!P"$])R)/,8H)G"6I)?9R$X0J8BL MWK2L!Y>>W!V=T;X&0?8]\,]4)_G)DLJ,7^@8ZI*[<6N(%`A375B# M9+3D5V9L#W>VG=W3)@1X"JKWT_0E5OQPY6XEWCE#H2/1SG;1J@EX M'5C:['\;E@`&P@$^!1,0/9W0<`\?:$N0=?NP(U\ MN>;<9JX95Q$MW_^MC6.5S.JYOBW0D&+9K!-7$:QS:MD=G=Q=H!%.J4W*\?^ M]LG@=S9TVY?-MS,TS!7VG:X)^5G\W=<$:4=V+UUO:5'04)4;BT+Z4%/P+8%L MB/+RC_3G[*8%4:)+1F%W0W,',*H/P\E5X@9V-LN5AMV$V.T@^#+U3.V#6'@O MXVD"9J)954YB=X>[?0!%2NDHX;]V!"]0\44-A6]<;6QWH[H=#.2*<,-X]"7= MV4&Q?45_.Z":*VS??=GFERBS>N1JT"?S>+2[L'L5?8LND*'2W)@1''K>^$6W M=5L!6/WX\1Z?M.E\9!A4J'5TI_T+CHWOK*AM`FA`X(IW-YV?)A0B0/E-_Q_] M."%`?D7?3U[/FT`:1)BRMNP?P[Y7Z(]7N,WR'CT?A1Y*^^0?8Q=N[)N2A8_R MVO;G(CT^7E%X55!SX2[&Y_(]1?ZGI;XMSAKKL5``E/'.KR*BTWE1A%LVZDX9 M(U\%JMBF(YNE=*T.B^+TLKU&';GI:;0@(+O3BFDB\M$Y)MDYD/K4\+8Z-1SU MO0UY.AFL6`?>'!-OF75A?Z2/\7+&$$VG)85YRTDJ` MU61T>@IQQ-!NX`+!.0Q\9FI9J0P_2FJ3%]&N1%85!-#>U^E(:"Y="&#_IKS5R$IO#7@9$^64TM=". M#/,SYG#BAZR>(T]GUY>1X;`ZW%_WO35E=E1I0^M<,D-N,"HBFZM(<`?")&*1 M=KGLILZN;AJ8'96F-V5Y9CEABN7J]P0B/JD;XIN_E1-Z&RMYPG>1Y MKC&F,1VOKP<`81N!E%%9KV3.^ MM1=7*87=JOPJ7RI;DI/8-!X-6"HE1DK9'3&4FV1&P;>$=7EVSSWKNK6\KEK+ MN[[W3.7E9!9#K(H$JLLMA,UMAHD5II3!H+B]U6LJ%%"4@CV5R*X8B"SQ*4S: M#]^8)^V]']?=V7Q&_GO)WY?V=E/.GE16)2?9GUR]CNAN5+5]HF`Z/Z,Q7#(_ M4U3+6FUD]:87,R2:Y7-#]VD.',59HDNK][08ZU@DJ1O#?^.CZZT-XN96KU\Q`T4ELQO(5!]$U`-(267U MBA4SG#0UX`9ELH6+N`C'ADK1D+N-=`)HFK=4K5M@VNG:ZKTK9O"WJ4M'`F!A66CZ MVEQ#Z%NK&U<5AWH_9EUM%_8*7"T%VZJ@5I>Z3>_P>?^;C1SVC4N_>+ELX01_ MO6I?6"Q@T)/5`-<,K>:J`6.M.6)AA19D763`V,\* M"=AL4[C:SA!\P]ZLIJVV1'XKA3DRJPJ7E`E_K#!JF&1KA?9JQR7OZV4\E_S+ MMG5=:N0N/,2\9Z^1FV+SUX/DG4/R?3Q(OC[(=`,66;2H\2!Y,\U^0=(L@QL/ MDN<\21\BK[1Q2?FR(57"HBS"LP/:9FQ[E:W1'_@:+7T0N:FA5=>I<124+G42 MBK;U%0+W@,PP!;M<+B'"X;?Q^/KRYUN+Y/D.ZYIV_9XB$UY]H43KQ[D_--VLZ!*VA``=G)!GW MF_O)JR=J#(!LZ,/N?+8SID*MV$2W>UO6>13*@-[JOOWN@T#U6-2^#@"?PJ"V M_YW++`)=3F-U]U@3:!VI]Q_@[8 M&/>CVJ:-0!@EE2-;6!HI5TT%N!''K#=;#4]HM9E*)Y.40S MB5M+30V6INE*)KL;DU2-TTU"@<>2Z76X?!**PFRC'JPN.5JHR%!4Z\91 M4#\0<9I$U-AJ8FQGJ$H2.XH*KPW/U!E%^,%'@2@WK45IU4_8&2^Q+AP%CPEH ML(I93C'N#$]!VA?+-N2_X?^;^12P3_X/4$L#!!0````(``R#C$+`LQ!5GP<` M`'TZ```1`!P`<&EV;RTR,#$R,3(S,2YX4.*Y+=3ECM%C(_X" MO<53TD)GA!&!%1$:C#I[Y'%(&):*46:II[+C*,-6#?$^9R M\>ZJMX"=*.6W+.ON[LYD_!;?<7$C38>O!S?@@7#(`LNGMUQA[[-=O_FMT;4; M3=MNF+,1^-#%"N8;=;MIU?)\_GUW1CY.`'0:=3\QU/N`/?\Z=OCO[=&4=?/).Y=GL;CCP<'.^IWQ_ M_G=],)3]V=Z9_/!//UKR6#H3,L4((LYDNY9B\:YI/CHZL<#81S4G.AL)+H)N6GAYB21;(,$LKY"F3"C/GGKRK%@II MX7TKFKPG2@M%#R)1FHBZ)",GB6..^:T%$R!O-XRZ;33M1#R0QAAC?Z$RPG(8 M0L<3!2J,,Q9,BQUUE;#4W"<6"!D@101U$KW+WOO^0BM.U+'@@0_)/@W7T?D* M-ZQ'IH2I-UQ,NV2$`P\X^A)@CXXH<6M(83$F2J>5]+%#UD!,\A,S!A(*;MAX M1(_Y/H4\A8&?CG5`6X)[Y!H\0/H";M-R?"U@0:('VMH3YKYFBJJYSGHQ#5>I M(>JV:Y42>EVP(ES9)2/*:&@>W%^N3[Q MZ-D]T#]V-A`+OF1_U/=U80(KQ@E?,E<>@+VJ`"S1$!^A)=X3]?W10''G9L(] M%^H^>#91AZI,"(IERD.QOU8H="32N+^C&/DI*)#S'2PG;SQ^5W`[+*?*0W"P M_MV@X5"(M[/$=XET!/7U.OW1:2`I(U)";?,6S@>"Y#>G#>3+0_1<5T!PA/"X M!"7XPS91"EB'9AA#AP42"\'U,'_:OT[&@I"X`KV$ARL4UA<$:F@1!:A\NCP> MA]EX-$RTP`DCX`,2@O(434.LG25_0,<,#BX.!GX=AP=0N;/Q)6PO#B7)?E4I M4AZ$HVP0FB9*82&\`$-^C+:S83CC0`-L[`X1\;'LWD@IR78]2_*>B4)5%.ON M+*6O8?OE=\35S\0N\;FDR0&L<*:<8CM+\;Z)$HCHB9N`["S7EX+XF+JO9SYA M,MDWLH/E##>R#!^8*-9&B?K.X_!);G&LR2?TP/E[.YEV3TT4:2)0M6=Y7,0#"7Y$H!+KV_U M>24N+K*CY;%W;H68*[NZ_(2@\R MUWCH);%9)50>E=P9=-69!SV+,'?>,[Q:9<1;5> M]1@N>WBXJ?<":$J5/1?1J)GZ"'# M;AA-VYQ)=VGI)D8L:=C,B$3O`494-D>56%&HHR^,I?*ZZU=V6E6M7ZAH$4_) M9.0KK=$WCWPDI4.=*I8A]\I3$/,V25%7'[6_2* MM_>^__DRJGS.=.5S0:9#_>%.VPC313/4\_2)J%U3(M#;BNY*;,%V0[E['>Z* M;B#B]K1HEXSZ^5HNGV+*>HI,M1AX%0PE[$:!%@U7:-E`*8`CLJ\60]61Q?)3YM[F,D`2B4 MC1_!Q;#G)?[ZFG$'5+^:/ MX,@5<;!/X5ZE_X9\=0-RS:^([E0GT3E\,,%"OR")O-M`_J$Q"O6_BVLG4_VZ M2V\6B2^ELP_WQR7#;^A.NF,AN[\7SVW=?EYP2U3<+5_QD%5D MIDX]".LC&+WBDT$V%&N+;UUT]'^4<0./]$=%A4^JQ37=XQ<_C1^DN@W1S7V, MR,:S0F#K(KCJ+?_:N9J3WSI7%ZVDSI>`RO!5B4QR+TXR-EXVS$3^;JJTK8^" M_-OMBJS=_E@6O*Q?[8^]%0X=6]'I'R[_`U!+`0(>`Q0````(``R#C$+-LJB) M*4$```JX`@`1`!@```````$```"D@0````!P:79O+3(P,3(Q,C,Q+GAM;%54 M!0`#>&UH475X"P`!!"4.```$.0$``%!+`0(>`Q0````(``R#C$*C#A%%``@` M`.!+```5`!@```````$```"D@71!``!P:79O+3(P,3(Q,C,Q7V-A;"YX;6Q5 M5`4``WAM:%%U>`L``00E#@``!#D!``!02P$"'@,4````"``,@XQ"B4'U%:$( M``!D40``%0`8```````!````I('#20``<&EV;RTR,#$R,3(S,5]D968N>&UL M550%``-X;6A1=7@+``$$)0X```0Y`0``4$L!`AX#%`````@`#(.,0H3:\4/_ M&P``[WP!`!4`&````````0```*2!LU(``'!I=F\M,C`Q,C$R,S%?;&%B+GAM M;%54!0`#>&UH475X"P`!!"4.```$.0$``%!+`0(>`Q0````(``R#C$(,^67A M@A(``!`&`0`5`!@```````$```"D@0%O``!P:79O+3(P,3(Q,C,Q7W!R92YX M;6Q55`4``WAM:%%U>`L``00E#@``!#D!``!02P$"'@,4````"``,@XQ"P+,0 M59\'``!].@``$0`8```````!````I('2@0``<&EV;RTR,#$R,3(S,2YX`L``00E#@``!#D!``!02P4&``````8`!@`:`@``O(D````` ` end XML 23 R9.htm IDEA: XBRL DOCUMENT v2.4.0.6

3. Significant accounting policies
12 Months Ended

Dec. 31, 2012

Accounting Policies [Abstract]

3. Significant accounting policies

These financial statements have been prepared by the Company in accordance with U.S. generally accepted accounting principles (“US GAAP”) for annual financial information, as well as the instructions to Form 10-K. Accordingly, they include all of the information and notes required by US GAAP for complete financial statements.

a) Principles of Consolidation

The consolidated financial statements include the accounts and operations of Pivotal from the date of the reverse merger, August 24, 2012, through December 31, 2012 and the accounts of PKCCR from inception on December 19, 2011 to December 31, 2012. All significant intercompany balances and transactions have been eliminated in consolidation.

b) Use of Estimates

The preparation of financial statements, in conformity with US GAAP, requires management to make judgments, estimates, and assumptions that could affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company based its estimates and assumptions on historical experience and on various other assumptions we believed to be applicable, and evaluated them on an on-going basis to ensure they remain reasonable under current conditions. Actual results could differ significantly from those estimates.

c) Concentration of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have any cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2012 and December 31, 2011.

d) Contributed Services

In the event that the Company lacks the cash resources to compensate its management team, management may elect to contribute the estimated fair value of those services to additional paid in capital. During the year ended December 31, 2012, management elected to not be compensated for the time they worked helping the Company to get started and to raise capital. Management estimated that the value of the services contributed in 2012 was $187,500 for 2012. The Company did not record any value for services contributed in 2011 as the Company was only in operation for 12 days and the estimated fair value of the services contributed was De minimis.

e) Income Taxes

Under ASC 740, “Income Taxes”, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2012 and December 31, 2011, there were no deferred taxes.

f) Loss Per Common Share

Basic earnings or loss per common share is computed on the basis of the weighted average number of shares outstanding during the periods. Diluted earnings or loss per common share is calculated on the basis of the weighted average number of common shares outstanding during the period plus the effect of potential dilutive shares during the period. Potential dilutive shares include outstanding stock options and warrants and convertible debt instruments. For periods in which a net loss is reported, potential dilutive shares are excluded because they are antidilutive. Therefore, basic loss per common share is the same as diluted loss per common share for the years ended December 31, 2012 and 2011.

g) Fair Value of Financial Instruments

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).

The three levels of the fair value hierarchy are as follows:

· Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

· Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

· Level 3 inputs are unobservable inputs for the asset or liability.

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

h) Recent Accounting Pronouncements

In July, 2012 the FASB issued ASU 2012-02, Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. This ASU gives an entity the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test for indefinite-lived intangible assets other than goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements.

In February 2012, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This ASU requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. generally accepted accounting principles (GAAP) to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. Public companies are required to comply with the requirements of ASU 2013-02 for all reporting periods (interim and annual) beginning after December 15, 2012. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2013.

- Definition

The entire disclosure for all significant accounting policies of the reporting entity.

+ References+ Details

EXCEL 24 Financial_Report.xls IDEA: XBRL DOCUMENT begin 644 Financial_Report.xls M[[N_34E-12U697)S:6]N.B`Q+C`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`@(#QX.E=O#I%>&-E;%=O#I.86UE/CA?26YC;VUE7U1A>&5S/"]X.DYA;64^#0H@("`@/'@Z M5V]R:W-H965T4V]U#I%>&-E;%=O#I. M86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I%>&-E;%=O#I. M86UE/@T*("`@(#QX.E=O#I7;W)K#I7;W)K#I3='EL97-H965T($A2968],T0B5V]R:W-H965T M&-E;"!84"!O3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT M4&%R=%\R-64T-3,X8U\S-&8W7S1F83-?.#-F9%]B8C$P9&0X-S)C93,-"D-O M;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO,C5E-#4S.&-?,S1F-U\T9F$S M7S@S9F1?8F(Q,&1D.#'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R2!);F9O2!296=I'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S M/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^665S/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO M=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2!0=6)L:6,@1FQO870\+W1D M/@T*("`@("`@("`\=&0@8VQA2!# M;VUM;VX@4W1O8VLL(%-H87)E'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^ M1ED\'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@(#PO=&%B;&4^#0H@(#PO8F]D>3X-"CPO:'1M;#X-"@T* M+2TM+2TM/5].97AT4&%R=%\R-64T-3,X8U\S-&8W7S1F83-?.#-F9%]B8C$P M9&0X-S)C93,-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO,C5E-#4S M.&-?,S1F-U\T9F$S7S@S9F1?8F(Q,&1D.#'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C M:&%R'0^)FYB'0^)FYB6%B;&4\ M+W1D/@T*("`@("`@("`\=&0@8VQA'0^)FYB'0^)FYB'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N M/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$F5D.R!N;R!S:&%R97,@:7-S=65D/"]T9#X-"B`@("`@("`@/'1D M(&-L87-S/3-$=&5X=#XF;F)S<#LF;F)S<#L\'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S M'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@ M("`@/'1R(&-L87-S/3-$F5D/"]T9#X-"B`@("`@("`@ M/'1D(&-L87-S/3-$;G5M<#XU,#`L,#`P+#`P,#QS<&%N/CPO'0O:F%V87-C M3X-"B`@("`\=&%B;&4@ M8VQA'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$ M'0^)FYB'0^)FYB'0^)FYB'0^)FYB'0^)FYB'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S7!E.B!T97AT+VAT M;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@ M("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$ M)W1E>'0O:'1M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'1087)T M7S(U930U,SAC7S,T9C=?-&9A,U\X,V9D7V)B,3!D9#@W,F-E,PT*0V]N=&5N M="U,;V-A=&EO;CH@9FEL93HO+R]#.B\R-64T-3,X8U\S-&8W7S1F83-?.#-F M9%]B8C$P9&0X-S)C93,O5V]R:W-H965T'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^)FYB'!E;G-E'0^)FYB'0^)FYB2!&:6YA;F-I;F<@06-T:79I=&EE'0^)FYB'0^)FYB'0^)FYB'0O:F%V87-C3X-"B`@ M("`\=&%B;&4@8VQA'0M86QI9VXZ(&IU2!H87,@;F]T(&-O;6UE;F-E9"!O<&5R M871I;VYS(&%N9"P@:6X@86-C;W)D86YC92!W:71H($9I;F%N8VEA;"!!8V-O M=6YT:6YG#0I3=&%N9&%R9',@0F]A'0M86QI9VXZ(&IU'0M:6YD96YT.B`P+C5I;B<^)B,Q-C`[/"]P/@T*#0H\<"!S='EL93TS M1"=F;VYT.B`X<'0O;F]R;6%L(%1I;65S($YE=R!2;VUA;BP@5&EM97,L(%-E M'0M86QI9VXZ(&IU2!A<'!R;W9E M9"!T:&4@8VAA;F=E(&]F('1H92!#;VUP86YY)B,Q-#8[2`Q+"`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`P:6XG/CQF;VYT M('-T>6QE/3-$)V9O;G0M2!S:&%R96AO;&1E6QE/3-$)V9O;G0Z M(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE'0M86QI9VXZ(&IU'0M:6YD96YT.B`P:6XG M/CQF;VYT('-T>6QE/3-$)V9O;G0M2P@ M9VEV:6YG#0IE9F9E8W0@=&\@=&AE('1R86YS86-T:6]N3L@=&5X="UI;F1E;G0Z(#!I;B<^/"]P M/@T*#0H\<"!S='EL93TS1"=F;VYT.B`Q,'!T(%1I;65S($YE=R!2;VUA;BP@ M5&EM97,L(%-E6QE/3-$)V9O;G0M6QE/3-$)V9O M;G0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE'0M86QI9VXZ(&-E;G1E6QE/3-$ M)V)O6QE/3-$)V9O;G0MF4Z(#AP="<^)B,Q-C`[/"]F;VYT/CPO=&0^#0H@("`@/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$)V-O;&]R.B!B;&%C:SL@=&5X="UA;&EG M;CH@8V5N=&5R.R!B;W)D97(M8F]T=&]M.B!";&%C:R`Q<'0@6QE/3-$)VUA6QE/3-$)V9O;G0M6QE/3-$)VUA6QE/3-$)V9O;G0M6QE/3-$)V9O M;G0MF4Z(#AP="<^ M)B,Q-C`[/"]F;VYT/CPO=&0^#0H@("`@/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)V-O;&]R.B!B;&%C:SL@=&5X="UA;&EG;CH@8V5N=&5R.R!B;W)D97(M M8F]T=&]M.B!";&%C:R`Q<'0@6QE/3-$)VUA6QE/3-$)V9O;G0M M6QE/3-$)VUA6QE/3-$)V9O M;G0M6QE/3-$)V9O;G0MF4Z(#AP="<^)B,Q-C`[/"]F;VYT/CPO=&0^#0H@("`@/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$)V-O;&]R.B!B;&%C:SL@=&5X="UA;&EG M;CH@8V5N=&5R.R!B;W)D97(M8F]T=&]M.B!";&%C:R`Q<'0@6QE/3-$)VUA6QE/3-$)V9O;G0M6QE/3-$)V9O;G0MF4Z(#AP="<^)B,Q-C`[/"]F;VYT/CPO=&0^#0H@("`@/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$)V-O;&]R.B!B;&%C:SL@=&5X="UA;&EG;CH@8V5N M=&5R.R!B;W)D97(M8F]T=&]M.B!";&%C:R`Q<'0@6QE/3-$)V9O;G0M6QE/3-$)V-O;&]R.B!B;&%C:R<^ M/&9O;G0@6QE/3-$)W!A9&1I;FF4Z(#AP M="<^)B,Q-C`[/"]F;VYT/CPO=&0^/'1D/CQF;VYT('-T>6QE/3-$)V9O;G0M M6QE/3-$)V9O;G0M6QE/3-$)V9O;G0M6QE/3-$)V9O;G0M'0M:6YD96YT.B`M,3!P="<^ M/&9O;G0@6QE/3-$)V-O;&]R.B!B;&%C:R<^/&9O;G0@'0M86QI9VXZ(')I9VAT)SX\9F]N="!S='EL93TS1"=F;VYT+7-I>F4Z(#AP M="<^)B,Q-3`[/"]F;VYT/CPO=&0^/'1D('-T>6QE/3-$)V-O;&]R.B!B;&%C M:SL@=&5X="UA;&EG;CH@;&5F="<^/&9O;G0@6QE/3-$)V9O;G0M'0M86QI9VXZ(&QE M9G0G/CQF;VYT('-T>6QE/3-$)V9O;G0M6QE/3-$)V)O'0M86QI9VXZ(&QE9G0G/CQF;VYT M('-T>6QE/3-$)V9O;G0M'0M86QI9VXZ(&QE9G0G/CQF;VYT('-T>6QE/3-$ M)V9O;G0M6QE/3-$)V)O M6QE/3-$)V9O;G0M6QE/3-$)V9O;G0M M'0M86QI9VXZ(&QE9G0G/CQF;VYT('-T>6QE/3-$)V9O;G0M6QE/3-$)V)O'0M M86QI9VXZ(&QE9G0G/CQF;VYT('-T>6QE/3-$)V9O;G0M6QE/3-$)W9E'0M:6YD96YT.B`M,3!P="<^/&9O M;G0@6QE/3-$)V9O M;G0M6QE/3-$)V-O;&]R.B!B;&%C:SL@=&5X="UA;&EG;CH@6QE/3-$)V9O;G0MF4Z(#AP="<^)B,Q-C`[/"]F;VYT M/CPO=&0^/'1D('-T>6QE/3-$)V-O;&]R.B!B;&%C:R<^/&9O;G0@'0M86QI9VXZ(&QE9G0G/CQF M;VYT('-T>6QE/3-$)V9O;G0M'0M86QI9VXZ M(&QE9G0G/CQF;VYT('-T>6QE/3-$)V9O;G0MF4Z(#AP="<^)B,Q M-C`[/"]F;VYT/CPO=&0^/'1D('-T>6QE/3-$)W1E>'0M86QI9VXZ(')I9VAT M)SX\9F]N="!S='EL93TS1"=F;VYT+7-I>F4Z(#AP="<^)B,Q-C`[/"]F;VYT M/CPO=&0^/'1D('-T>6QE/3-$)W1E>'0M86QI9VXZ(&QE9G0G/CQF;VYT('-T M>6QE/3-$)V9O;G0MF4Z(#AP="<^)B,Q-C`[/"]F;VYT/CPO=&0^#0H@("`@/'1D('-T>6QE/3-$ M)V-O;&]R.B!B;&%C:SL@=&5X="UA;&EG;CH@;&5F="<^/&9O;G0@'0M86QI9VXZ(')I9VAT)SX\9F]N="!S M='EL93TS1"=F;VYT+7-I>F4Z(#AP="<^)B,Q-C`[/"]F;VYT/CPO=&0^/'1D M('-T>6QE/3-$)V-O;&]R.B!B;&%C:SL@=&5X="UA;&EG;CH@;&5F="<^/&9O M;G0@6QE/3-$)W=I9'1H.B`T-"4[(&-O;&]R.B!B;&%C:SL@=&5X="UA;&EG M;CH@;&5F=#L@<&%D9&EN9RUL969T.B`Q,'!T.R!T97AT+6EN9&5N=#H@+3$P M<'0G/CQF;VYT('-T>6QE/3-$)V9O;G0M'!E;G-E6QE/3-$)V9O;G0M M6QE/3-$)W=I M9'1H.B`Q)3L@8V]L;W(Z(&)L86-K.R!T97AT+6%L:6=N.B!L969T)SX\9F]N M="!S='EL93TS1"=F;VYT+7-I>F4Z(#AP="<^)B,Q-C`[/"]F;VYT/CPO=&0^ M/'1D('-T>6QE/3-$)W=I9'1H.B`R)3L@8V]L;W(Z(&)L86-K)SX\9F]N="!S M='EL93TS1"=F;VYT+7-I>F4Z(#AP="<^)B,Q-C`[/"]F;VYT/CPO=&0^#0H@ M("`@/'1D('-T>6QE/3-$)W=I9'1H.B`Q)3L@8F]R9&5R+6)O='1O;3H@0FQA M8VL@,7!T('-O;&ED.R!C;VQO'0M86QI9VXZ(&QE9G0G M/CQF;VYT('-T>6QE/3-$)V9O;G0M6QE/3-$)W=I9'1H.B`Q,"4[(&)O'0M86QI9VXZ(&QE9G0G/CQF;VYT('-T>6QE/3-$)V9O;G0MF4Z(#AP="<^)B,Q-C`[/"]F;VYT/CPO M=&0^#0H@("`@/'1D('-T>6QE/3-$)W=I9'1H.B`Q)3L@8F]R9&5R+6)O='1O M;3H@0FQA8VL@,7!T('-O;&ED.R!T97AT+6%L:6=N.B!L969T)SX\9F]N="!S M='EL93TS1"=F;VYT+7-I>F4Z(#AP="<^)B,Q-C`[/"]F;VYT/CPO=&0^/'1D M('-T>6QE/3-$)W=I9'1H.B`Q,"4[(&)O6QE/3-$)V9O M;G0MF4Z(#AP="<^)B,Q-C`[/"]F;VYT/CPO=&0^/'1D('-T>6QE/3-$ M)W=I9'1H.B`R)3L@8V]L;W(Z(&)L86-K)SX\9F]N="!S='EL93TS1"=F;VYT M+7-I>F4Z(#AP="<^)B,Q-C`[/"]F;VYT/CPO=&0^#0H@("`@/'1D('-T>6QE M/3-$)W=I9'1H.B`Q)3L@8F]R9&5R+6)O='1O;3H@0FQA8VL@,7!T('-O;&ED M.R!C;VQO'0M86QI9VXZ(&QE9G0G/CQF;VYT('-T>6QE M/3-$)V9O;G0M6QE/3-$ M)W=I9'1H.B`Q,"4[(&)O'0M86QI9VXZ(&QE M9G0G/CQF;VYT('-T>6QE/3-$)V9O;G0M6QE/3-$)W9E6QE/3-$)V9O;G0MF4Z(#AP="<^)B,Q-C`[/"]F M;VYT/CPO=&0^/'1D('-T>6QE/3-$)W1E>'0M86QI9VXZ(')I9VAT)SX\9F]N M="!S='EL93TS1"=F;VYT+7-I>F4Z(#AP="<^)B,Q-C`[/"]F;VYT/CPO=&0^ M/'1D('-T>6QE/3-$)W1E>'0M86QI9VXZ(&QE9G0G/CQF;VYT('-T>6QE/3-$ M)V9O;G0MF4Z(#AP="<^)B,Q-C`[/"]F;VYT/CPO=&0^/'1D('-T M>6QE/3-$)W1E>'0M86QI9VXZ(')I9VAT)SX\9F]N="!S='EL93TS1"=F;VYT M+7-I>F4Z(#AP="<^)B,Q-C`[/"]F;VYT/CPO=&0^/'1D('-T>6QE/3-$)W1E M>'0M86QI9VXZ(&QE9G0G/CQF;VYT('-T>6QE/3-$)V9O;G0MF4Z M(#AP="<^)B,Q-C`[/"]F;VYT/CPO=&0^/'1D('-T>6QE/3-$)W1E>'0M86QI M9VXZ(')I9VAT)SX\9F]N="!S='EL93TS1"=F;VYT+7-I>F4Z(#AP="<^)B,Q M-C`[/"]F;VYT/CPO=&0^/'1D('-T>6QE/3-$)W1E>'0M86QI9VXZ(&QE9G0G M/CQF;VYT('-T>6QE/3-$)V9O;G0MF4Z(#AP="<^)B,Q-C`[/"]F M;VYT/CPO=&0^/'1D('-T>6QE/3-$)W1E>'0M86QI9VXZ(')I9VAT)SX\9F]N M="!S='EL93TS1"=F;VYT+7-I>F4Z(#AP="<^)B,Q-C`[/"]F;VYT/CPO=&0^ M/'1D('-T>6QE/3-$)W1E>'0M86QI9VXZ(&QE9G0G/CQF;VYT('-T>6QE/3-$ M)V9O;G0M6QE/3-$)W9E'0M86QI9VXZ(&QE9G0[('!A9&1I;FF4Z(#AP="<^3F5T(&QOF4Z(#AP="<^ M)B,Q-C`[/"]F;VYT/CPO=&0^#0H@("`@/'1D('-T>6QE/3-$)V)OF4Z(#AP="<^ M)#PO9F]N=#X\+W1D/CQT9"!S='EL93TS1"=B;W)D97(M8F]T=&]M.B!";&%C M:R`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`[/"]F;VYT/CPO=&0^/'1D/CQF;VYT('-T>6QE M/3-$)V9O;G0MF4Z(#AP="<^)B,Q M-C`[/"]F;VYT/CPO=&0^/'1D/CQF;VYT('-T>6QE/3-$)V9O;G0MF4Z(#AP="<^)B,Q-C`[/"]F;VYT/CPO=&0^ M/'1D/CQF;VYT('-T>6QE/3-$)V9O;G0MF4Z(#AP="<^)B,Q-C`[/"]F;VYT/CPO=&0^/'1D/CQF;VYT('-T>6QE M/3-$)V9O;G0MF4Z(#AP="<^)B,Q M-C`[/"]F;VYT/CPO=&0^/"]T'0M:6YD96YT.B`M M,3!P="<^/&9O;G0@6QE/3-$)V-O;&]R.B!B;&%C:R<^/&9O;G0@'0M86QI9VXZ(')I9VAT)SX\9F]N="!S='EL93TS1"=F;VYT M+7-I>F4Z(#AP="<^*#`N,#(\+V9O;G0^/"]T9#X\=&0@F4Z(#AP="<^*3PO9F]N=#X\+W1D/CQT9"!S='EL93TS1"=C;VQO M6QE/3-$)V9O;G0M'0M86QI M9VXZ(&QE9G0G/CQF;VYT('-T>6QE/3-$)V9O;G0M6QE/3-$)V)O'0M86QI9VXZ(&QE M9G0G/CQF;VYT('-T>6QE/3-$)V9O;G0MF4Z(#AP="<^)B,Q-C`[/"]F;VYT/CPO=&0^#0H@("`@ M/'1D('-T>6QE/3-$)V)OF4Z(#AP="<^)#PO9F]N=#X\+W1D/CQT9"!S='EL93TS M1"=B;W)D97(M8F]T=&]M.B!";&%C:R`R+C5P="!D;W5B;&4[(&-O;&]R.B!B M;&%C:SL@=&5X="UA;&EG;CH@6QE/3-$)V9O;G0M MF4Z(#AP="<^)B,Q-C`[/"]F;VYT/CPO=&0^/'1D('-T>6QE/3-$ M)V-O;&]R.B!B;&%C:R<^/&9O;G0@'0M86QI9VXZ(')I M9VAT)SX\9F]N="!S='EL93TS1"=F;VYT+7-I>F4Z(#AP="<^*#`N,#,\+V9O M;G0^/"]T9#X\=&0@F4Z(#AP="<^*3PO9F]N M=#X\+W1D/CPO='(^#0H\='(@'0M:6YD96YT.B`M,3!P="<^ M/&9O;G0@F4Z(#AP="<^)B,Q-C`[ M/"]F;VYT/CPO=&0^#0H@("`@/'1D('-T>6QE/3-$)W1E>'0M86QI9VXZ(&QE M9G0G/CQF;VYT('-T>6QE/3-$)V9O;G0M6QE/3-$)V9O;G0M6QE/3-$)W1E>'0M86QI9VXZ(&QE9G0G/CQF;VYT('-T>6QE M/3-$)V9O;G0M6QE/3-$)V9O;G0M M6QE/3-$ M)W1E>'0M86QI9VXZ(&QE9G0G/CQF;VYT('-T>6QE/3-$)V9O;G0M6QE/3-$)V9O;G0M6QE/3-$)W1E>'0M86QI9VXZ(&QE M9G0G/CQF;VYT('-T>6QE/3-$)V9O;G0M6QE/3-$)V9O;G0M6QE/3-$)V-O M;&]R.B!B;&%C:SL@=&5X="UA;&EG;CH@;&5F=#L@<&%D9&EN9RUL969T.B`Q M,'!T.R!T97AT+6EN9&5N=#H@+3$P<'0G/CQF;VYT('-T>6QE/3-$)V9O;G0M MF4Z(#AP="<^)B,Q-C`[/"]F;VYT/CPO=&0^#0H@("`@/'1D M('-T>6QE/3-$)V)OF4Z(#AP="<^)B,Q-C`[/"]F;VYT/CPO=&0^/'1D('-T>6QE M/3-$)V)OF4Z(#AP="<^)B,Q-C`[/"]F;VYT/CPO=&0^/'1D('-T M>6QE/3-$)V-O;&]R.B!B;&%C:R<^/&9O;G0@F4Z M(#AP="<^)B,Q-C`[/"]F;VYT/CPO=&0^/'1D('-T>6QE/3-$)V-O;&]R.B!B M;&%C:R<^/&9O;G0@6QE/3-$)V9O;G0MF4Z(#AP="<^)B,Q-C`[/"]F M;VYT/CPO=&0^/'1D('-T>6QE/3-$)V-O;&]R.B!B;&%C:R<^/&9O;G0@6QE/3-$ M)V9O;G0M6QE/3-$)V-O;&]R.B!B;&%C:SL@=&5X="UA;&EG;CH@;&5F="<^/&9O;G0@ MF4Z(#AP="<^)B,Q-C`[/"]F;VYT/CPO<#X- M"@T*/'`@3X-"CPO M:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\R-64T-3,X8U\S-&8W7S1F83-? M.#-F9%]B8C$P9&0X-S)C93,-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O M0SHO,C5E-#4S.&-?,S1F-U\T9F$S7S@S9F1?8F(Q,&1D.#'0O:'1M;#L@ M8VAA6QE/3-$)VUA6QE/3-$)V9O;G0Z(#AP="]N;W)M86P@5&EM97,@3F5W(%)O;6%N+"!4:6UE M2<^5&AE M2!T:&4@0V]M<&%N>2!I;B!A8V-O6QE/3-$)V9O;G0Z(#AP="]N;W)M M86P@5&EM97,@3F5W(%)O;6%N+"!4:6UE3L@=&5X="UI;F1E;G0Z(#`N-6EN)SXF(S$V M,#L\+W`^#0H-"CQP('-T>6QE/3-$)V9O;G0Z(#AP="]N;W)M86P@5&EM97,@ M3F5W(%)O;6%N+"!4:6UE2<^5&AE(&-O;G-O;&ED871E9"!F:6YA;F-I86P@'0M86QI9VXZ(&IU M'0M:6YD96YT.B`P+C5I;B<^/&(^)B,Q-C`[/"]B/CPO<#X- M"@T*/'`@'0M86QI9VXZ(&IU'0M:6YD M96YT.B`P+C5I;B<^)B,Q-C`[/"]P/@T*#0H\<"!S='EL93TS1"=F;VYT.B`X M<'0O;F]R;6%L(%1I;65S($YE=R!2;VUA;BP@5&EM97,L(%-E'0M86QI9VXZ(&IU'0M86QI M9VXZ(&IU'0M:6YD96YT.B`P+C5I;B<^)B,Q-C`[/"]P/@T* M#0H\<"!S='EL93TS1"=F;VYT.B`X<'0O;F]R;6%L(%1I;65S($YE=R!2;VUA M;BP@5&EM97,L(%-E'0M86QI9VXZ(&IU6QE/3-$)V9O;G0Z(#AP="]N;W)M M86P@5&EM97,@3F5W(%)O;6%N+"!4:6UE2<^26X@=&AE(&5V96YT('1H870@=&AE($-O M;7!A;GD@;&%C:W,@=&AE#0IC87-H(')E2!T;R!G970@7,@86YD('1H92!E'0M86QI9VXZ M(&IU'0M:6YD96YT.B`P+C5I;B<^)B,Q-C`[/"]P/@T*#0H\ M<"!S='EL93TS1"=F;VYT.B`X<'0O;F]R;6%L(%1I;65S($YE=R!2;VUA;BP@ M5&EM97,L(%-E&5S/"]B/CPO<#X-"@T*/'`@&ES=&EN9R!A"!B87-E"!R871E'!E8W1E9"!T;R!A<'!L>2!T;R!T87AA8FQE(&EN M8V]M92!I;B!T:&4@>65AF5D+B!!&5S+CPO<#X- M"@T*/'`@6QE/3-$)V9O M;G0Z(#AP="]N;W)M86P@5&EM97,@3F5W(%)O;6%N+"!4:6UE3L@=&5X="UI;F1E;G0Z M(#`N-6EN)SXF(S$V,#L\+W`^#0H-"CQP('-T>6QE/3-$)V9O;G0Z(#AP="]N M;W)M86P@5&EM97,@3F5W(%)O;6%N+"!4:6UE2<^0F%S:6,@96%R;FEN9W,@;W(@;&]S M0T*87)E M(&%N=&ED:6QU=&EV92X@5&AE'0M86QI9VXZ(&IU'0M:6YD96YT.B`P+C5I;B<^)B,Q M-C`[/"]P/@T*#0H\<"!S='EL93TS1"=F;VYT.B`X<'0O;F]R;6%L(%1I;65S M($YE=R!2;VUA;BP@5&EM97,L(%-E'0M86QI9VXZ(&IU'0M:6YD96YT.B`P+C5I;B<^)B,Q-C`[ M/"]P/@T*#0H\<"!S='EL93TS1"=F;VYT.B`X<'0O;F]R;6%L(%1I;65S($YE M=R!2;VUA;BP@5&EM97,L(%-E'0M86QI9VXZ M(&IU6QE/3-$)V9O;G0Z(#AP="]N;W)M M86P@5&EM97,@3F5W(%)O;6%N+"!4:6UE3L@=&5X="UI;F1E;G0Z(#`N-6EN)SXF(S$V M,#L\+W`^#0H-"CQP('-T>6QE/3-$)V9O;G0Z(#AP="]N;W)M86P@5&EM97,@ M3F5W(%)O;6%N+"!4:6UE2<^5&AE('1H6QE/3-$)W9E2!T;R!A8V-E'0M86QI9VXZ(&IU6QE/3-$ M)V9O;G0Z(#AP="!4:6UE2P@96ET:&5R(&1I'0M86QI9VXZ(&IU6QE/3-$)V9O;G0Z(#AP="!4:6UE'0M:6YD96YT.B`P+C5I;B<^)B,Q-C`[/"]P/@T*#0H\<"!S='EL93TS1"=F M;VYT.B`X<'0O;F]R;6%L(%1I;65S($YE=R!2;VUA;BP@5&EM97,L(%-E'0M86QI9VXZ(&IU28C,30V.W,@8V]N2`R,#$R+"!T:&4@ M1D%30B!I2!T;R!N970@:6YC;VUE+B!&;W(@;W1H97(@86UO=6YT2!W:71H('1H92!R97%U:7)E;65N M=',-"F]F($%352`R,#$S+3`R(&9O2!D;V5S(&YO="!E>'!E8W0@=&AE#0IA M9&]P=&EO;B!O9B!T:&ES('-T86YD87)D('1O(&AA=F4@82!M871E6QE/3-$)VUA3X-"CPO:'1M;#X-"@T*+2TM+2TM/5]. M97AT4&%R=%\R-64T-3,X8U\S-&8W7S1F83-?.#-F9%]B8C$P9&0X-S)C93,- M"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO,C5E-#4S.&-?,S1F-U\T M9F$S7S@S9F1?8F(Q,&1D.#'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0M M86QI9VXZ(&IU2!A;F0@8VQA2!P;&%N2!C;VYF97)E;F-E(&-E;G1E7!E.B!T97AT+VAT;6P[(&-H87)S M970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@ M:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M M;#L@8VAA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0M86QI9VXZ(&IU2!C;VUP86YY("@F M(S$T-SM-3$0F(S$T.#LI+"!E;G1E6%B;&4@8GD@82!S96-O;F0@9&5P;W-I="P-"F%N9"!T:&4@2!P86ED('1H92!F:7)S="!D97!O2!P86ED(&$@=&]T86P@;V8@)#0P+#`P,"!I;B!E87)N97-T(&UO;F5Y M(&1E<&]S:71S('1O=V%R9',@=&AE(&QA;F0@<'5R8VAA2!-6QE/3-$ M)V9O;G0Z(#AP="]N;W)M86P@5&EM97,@3F5W(%)O;6%N+"!4:6UE3L@=&5X="UI;F1E M;G0Z(#`N-6EN)SXF(S$V,#L\+W`^#0H-"CQP('-T>6QE/3-$)V9O;G0Z(#AP M="]N;W)M86P@5&EM97,@3F5W(%)O;6%N+"!4:6UE2<^169F96-T:79E($IU;F4@,C(L M(#(P,3(L($U,1"!E;G1E28C,30V.W,@7-I8V%L(&%N9"!O=&AE2!#;VUM=6YI='D@*'1H92`F(S$T-SM097)M M:70@36]D:69I8V%T:6]N)B,Q-#@[*2P@*&EI*2!A('1R86YS9F5R(&9R;VT@ M=&AE(&-O=6YT>2!A<'!R;W9I;F<@=&AE('1R86YS9F5R(&]F(&%N(&%G9W)E M9V%T92!O9@T*,C4P(&AO=&5L('5N:71S('1O('1H92!P;W)T:6]N(&]F('1H M92!P2!T;R!B92!D979E;&]P960@8GD@=&AE($-O;7!A;GDL(&%N M9"`H:6EI*2!A(&AE:6=H="!V87)I86YC92!F2!T97)M:6YA=&4N(%1H M92!P87)T:65S(&AA=F4@96YT97)E9"!I;G1O('1H92!F;VQL;W=I;F<@86UE M;F1M96YT6QE/3-$)V9O;G0Z(#AP="]N;W)M86P@5&EM97,@3F5W(%)O;6%N+"!4:6UE M3L@=&5X M="UI;F1E;G0Z(#`N-6EN)SXF(S$V,#L\+W`^#0H-"CQT86)L92!C96QL6QE/3-$)W=I9'1H.B`Q,#`E M)SX-"CQT6QE/3-$)W=I9'1H.B`R-'!X.R!F;VYT.B`X<'0O,3$U)2!#86QI8G)I M+"!(96QV971I8V$L(%-A;G,M4V5R:68G/CQF;VYT('-T>6QE/3-$)V9O;G0Z M(#AP="!4:6UE6QE/3-$)V9O;G0Z(#AP="\Q,34E($-A M;&EB2<^/&9O;G0@6QE/3-$)V9O;G0Z(#$Q<'0O;F]R;6%L($-A;&EB M6QE/3-$)W=I9'1H.B`Q,#`E)SX-"CQT6QE/3-$)W=I9'1H.B`R-'!X.R!F M;VYT.B`X<'0O,3$U)2!#86QI8G)I+"!(96QV971I8V$L(%-A;G,M4V5R:68G M/CQF;VYT('-T>6QE/3-$)V9O;G0Z(#AP="!4:6UE6QE M/3-$)V9O;G0Z(#AP="\Q,34E($-A;&EB2<^/&9O;G0@6QE/3-$)W9E2`S,"P@,C`Q,RP@97AT96YD6QE/3-$)V9O;G0Z(#$Q<'0O;F]R;6%L($-A;&EB6QE M/3-$)W=I9'1H.B`Q,#`E)SX-"CQT6QE/3-$)W=I9'1H.B`R-'!X.R!F;VYT.B`X M<'0O,3$U)2!#86QI8G)I+"!(96QV971I8V$L(%-A;G,M4V5R:68G/CQF;VYT M('-T>6QE/3-$)V9O;G0Z(#AP="!4:6UE6QE/3-$)V9O M;G0Z(#AP="\Q,34E($-A;&EB2<^/&9O;G0@'0M86QI9VXZ(&IU'0M:6YD96YT.B`P+C5I;B<^ M)B,Q-C`[/"]P/@T*#0H\<"!S='EL93TS1"=F;VYT.B`X<'0O;F]R;6%L(%1I M;65S($YE=R!2;VUA;BP@5&EM97,L(%-E'0M M86QI9VXZ(&IU2!H860@8F5G86X@9&ES8W5S M6QE/3-$ M)V9O;G0Z(#AP="]N;W)M86P@5&EM97,@3F5W(%)O;6%N+"!4:6UE3L@=&5X="UI;F1E M;G0Z(#`N-6EN)SXF(S$V,#L\+W`^#0H-"CQP('-T>6QE/3-$)V9O;G0Z(#AP M="]N;W)M86P@5&EM97,@3F5W(%)O;6%N+"!4:6UE2<^5&AE('-O;&4@;65M8F5R(&%N M9"!O9F9I8V5R(&]F($U,1"!I7!E.B!T M97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE M860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT M96YT/3-$)W1E>'0O:'1M;#L@8VAA'!E;G-E M'0^/'`@2!P2!W:71H(&UE2X@5&AE(&UE M2!D97-C6QE/3-$)VUA3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\R-64T-3,X8U\S M-&8W7S1F83-?.#-F9%]B8C$P9&0X-S)C93,-"D-O;G1E;G0M3&]C871I;VXZ M(&9I;&4Z+R\O0SHO,C5E-#4S.&-?,S1F-U\T9F$S7S@S9F1?8F(Q,&1D.#'0O:'1M;#L@8VAA2!46QE/3-$)VUA6QE/3-$)V9O;G0Z(#AP="]N;W)M86P@5&EM97,@3F5W(%)O;6%N M+"!4:6UE2<^5&AE($-O;7!A;GD@8F]R0T* M4VUA2!P87EA8FQE(&ES(&YO;BUI;G1E7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA"!$:7-C;&]S=7)E(%M!8G-T&5S/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#X\<"!S='EL93TS M1"=M87)G:6XZ(#!P="<^/"]P/@T*#0H\<"!S='EL93TS1"=F;VYT.B`X<'0O M;F]R;6%L(%1I;65S($YE=R!2;VUA;BP@5&EM97,L(%-E'0M86QI9VXZ(&IU6QE/3-$)W9E6QE/3-$)VQI;F4M:&5I9VAT.B`Q M,34E)SXF(S$V,#L\+W1D/@T*("`@(#QT9"!C;VQS<&%N/3-$-B!S='EL93TS M1"=B;W)D97(M8F]T=&]M.B!B;&%C:R`Q<'0@'0M86QI9VXZ M(&-E;G1E6QE/3-$)V9O M;G0Z(#AP="!4:6UE6QE/3-$)VQI;F4M:&5I M9VAT.B`Q,34E)SXF(S$V,#L\+W1D/CPO='(^#0H\='(@6QE/3-$)VQI;F4M:&5I9VAT.B`Q,34E)SXF(S$V,#L\+W1D/@T*("`@(#QT M9"!S='EL93TS1"=L:6YE+6AE:6=H=#H@,3$U)2<^)B,Q-C`[/"]T9#X-"B`@ M("`\=&0@6QE/3-$)V)O6QE/3-$)VQI;F4M:&5I9VAT.B`Q,34E)SXF(S$V,#L\+W1D/@T* M("`@(#QT9"!S='EL93TS1"=L:6YE+6AE:6=H=#H@,3$U)2<^)B,Q-C`[/"]T M9#X-"B`@("`\=&0@8V]L6QE/3-$)VQI;F4M:&5I9VAT M.B`Q,34E)SXF(S$V,#L\+W1D/@T*("`@(#QT9"!S='EL93TS1"=L:6YE+6AE M:6=H=#H@,3$U)2<^)B,Q-C`[/"]T9#X-"B`@("`\=&0@8V]L6QE/3-$)VQI;F4M:&5I M9VAT.B`Q,34E)SXF(S$V,#L\+W1D/@T*("`@(#QT9"!C;VQS<&%N/3-$,B!S M='EL93TS1"=L:6YE+6AE:6=H=#H@,3$U)2<^)B,Q-C`[/"]T9#X-"B`@("`\ M=&0@6QE/3-$)V9O M;G0Z(#AP="!4:6UE6QE/3-$)VQI;F4M M:&5I9VAT.B`Q,34E)SX\9F]N="!S='EL93TS1"=F;VYT.B`X<'0@5&EM97,@ M3F5W(%)O;6%N+"!4:6UE6QE/3-$)VQI;F4M:&5I9VAT.B`Q,34E)SX\9F]N="!S='EL93TS M1"=F;VYT.B`X<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)W9E6QE/3-$)V9O;G0Z(#AP="!4:6UE6QE M/3-$)VQI;F4M:&5I9VAT.B`Q,34E)SXF(S$V,#L\+W1D/@T*("`@(#QT9"!S M='EL93TS1"=B;W)D97(M8F]T=&]M.B!B;&%C:R`Q<'0@'0M86QI9VXZ(')I M9VAT.R!L:6YE+6AE:6=H=#H@,3$U)2<^/&9O;G0@ XML 25 R8.htm IDEA: XBRL DOCUMENT

2. Agreement and plan for merger

12 Months Ended

Dec. 31, 2012

Business Combinations [Abstract]

2. Agreement and plan for merger

Pivotal Group Inc.

(formerly known as Driftwood Acquisition Corporation)

(a Development Stage Company)

Consolidated Statements of Operations (Unaudited)

	Pivotal Group, Inc. For the Year Ended December 31, 2012			PKCCR, LLC For the Year Ended December 31, 2012			Pro Forma Adjustments		Pro forma Consolidated For the Twelve Months Ended December 31, 2012

Revenues	$	–		$	–		$	–	$	–

Operating expenses	$	234,501		$	108,027				$	342,528

Net loss	$	(234,501	)	$	(108,027	)	$	–	$	(342,528	)

Net loss per common share - basic and diluted	$	(0.02	)	$	–		$	–	$	(0.03	)

Weighted average common shares outstanding - basic and diluted		11,776,164			–			–		11,776,164

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 10

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1392-128463

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 20

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4845-128472

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 20

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4926-128472

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 10

-Section 50

-Paragraph 4

-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1490-128463

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 30

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e6927-128479

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 30

-Section 50

-Paragraph 4

-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e7008-128479

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 30

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e7000-128479

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 10

-Section 50

-Paragraph 7

-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1524-128463

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1383-128463

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1486-128463

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 10

-Section 50

-Paragraph 6

-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1500-128463

Reference 12: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 141R

-Paragraph 67-73

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 13: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 20

-Section 50

-Paragraph 4

-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4934-128472

Reference 14: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 141R

-Paragraph F4

-Subparagraph e

-Appendix F

Reference 15: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 10

-Section 50

-Paragraph 5

-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1497-128463

Reference 16: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 20

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4922-128472

Reference 17: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Emerging Issues Task Force (EITF)

-Number 88-16

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 18: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 141

-Paragraph 51, 52

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 19: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 30

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e6996-128479

+ Details

XML 26 R2.htm IDEA: XBRL DOCUMENT

Consolidated Balance Sheets (USD $)	Dec. 31, 2012	Dec. 31, 2011
Current assets
Cash	$ 55,100
Prepaid assets	26,500	125,000
Escrowed cash deposits	45,000
TOTAL ASSETS	126,600	125,000
Current liabilities
Accounts payable	9,132
Accrued expenses	200
Due to related party	162,902	125,000
Stock deposit payable	100,000
Total Liabilities	272,234	125,000
Stockholders' Deficit
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; no shares issued
Common stock, $.0001 par value: 500,000,000 shares authorized;11,950,000 and 11,000,000 shares issued and outstanding, respectively	1,195	1,100
Additional paid-in capital	187,428	(1,100)
Deficit accumulated during the development stage	(334,257)
Total Stockholders' Deficit	(145,634)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 126,600	$ 125,000

XML 27 R6.htm IDEA: XBRL DOCUMENT

Consolidated Statements of Cash Flows (USD $)	12 Months Ended
Consolidated Statements of Cash Flows (USD $)	Dec. 31, 2012	Dec. 31, 2012	Dec. 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (334,257)	$ (334,257)
Conributed services	187,500	187,500
Changes in Operating Assets and Liabilities
Decrease in prepaid expenses	98,500	223,500	(125,000)
Increase in accounts payable	9,132	9,132
Increase in accrued liabilities	200	200
Net Cash Used in Operating Activities	(38,925)	86,075	(125,000)
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in escrowed cash deposits	(45,000)	(45,000)
Net cash used in investing activities	(45,000)	(45,000)
CASH FLOW FROM FINANCING ACTIVITIES
Net cash received in reverse merger	4,225	4,225
Capital contribution	200	200
Borrowings from related party	34,600	(90,400)	125,000
Increase in stock deposit	100,000	100,000
Net Cash Provided by Financing Activities	139,025	14,025	125,000
Net Increase in Cash	55,100	55,100
Cash at Beginning of Period
Cash at End of Period	$ 55,100	$ 55,100

XML 28 Show.js IDEA: XBRL DOCUMENT /** * Rivet Software Inc. * * @copyright Copyright (c) 2006-2011 Rivet Software, Inc. All rights reserved. * Version 2.1.0.1 * */ var moreDialog = null; var Show = { Default:'raw', more:function( obj ){ var bClosed = false; if( moreDialog != null ) { try { bClosed = moreDialog.closed; } catch(e) { //Per article at http://support.microsoft.com/kb/244375 there is a problem with the WebBrowser control // that somtimes causes it to throw when checking the closed property on a child window that has been //closed. So if the exception occurs we assume the window is closed and move on from there. bClosed = true; } if( !bClosed ){ moreDialog.close(); } } obj = obj.parentNode.getElementsByTagName( 'pre' )[0]; var hasHtmlTag = false; var objHtml = ''; var raw = ''; //Check for raw HTML var nodes = obj.getElementsByTagName( '*' ); if( nodes.length ){ objHtml = obj.innerHTML; }else{ if( obj.innerText ){ raw = obj.innerText; }else{ raw = obj.textContent; } var matches = raw.match( /<\/?[a-zA-Z]{1}\w*[^>]*>/g ); if( matches && matches.length ){ objHtml = raw; //If there is an html node it will be 1st or 2nd, // but we can check a little further. var n = Math.min( 5, matches.length ); for( var i = 0; i < n; i++ ){ var el = matches[ i ].toString().toLowerCase(); if( el.indexOf( '= 0 ){ hasHtmlTag = true; break; } } } } if( objHtml.length ){ var html = ''; if( hasHtmlTag ){ html = objHtml; }else{ html = ''+ "\n"+''+ "\n"+' Report Preview Details'+ "\n"+' '+ "\n"+''+ "\n"+''+ objHtml + "\n"+''+ "\n"+''; } moreDialog = window.open("","More","width=700,height=650,status=0,resizable=yes,menubar=no,toolbar=no,scrollbars=yes"); moreDialog.document.write( html ); moreDialog.document.close(); if( !hasHtmlTag ){ moreDialog.document.body.style.margin = '0.5em'; } } else { //default view logic var lines = raw.split( "\n" ); var longest = 0; if( lines.length > 0 ){ for( var p = 0; p < lines.length; p++ ){ longest = Math.max( longest, lines[p].length ); } } //Decide on the default view this.Default = longest < 120 ? 'raw' : 'formatted'; //Build formatted view var text = raw.split( "\n\n" ) >= raw.split( "\r\n\r\n" ) ? raw.split( "\n\n" ) : raw.split( "\r\n\r\n" ) ; var formatted = ''; if( text.length > 0 ){ if( text.length == 1 ){ text = raw.split( "\n" ) >= raw.split( "\r\n" ) ? raw.split( "\n" ) : raw.split( "\r\n" ) ; formatted = "

"+ text.join( "

\n" ) +"

"; }else{ for( var p = 0; p < text.length; p++ ){ formatted += "

" + text[p] + "

\n"; } } }else{ formatted = '

' + raw + '

'; } html = ''+ "\n"+''+ "\n"+' Report Preview Details'+ "\n"+' '+ "\n"+''+ "\n"+''+ "\n"+' '+ "\n"+' '+ "\n"+' '+ "\n"+' '+ "\n"+' '+ "\n"+' '+ "\n"+' '+ "\n"+' '+ "\n"+' '+ "\n"+' '+ "\n"+'

'+ "\n"+' formatted: '+ ( this.Default == 'raw' ? 'as Filed' : 'with Text Wrapped' ) +''+ "\n"+'

'+ "\n"+' '+ "\n"+'

'+ "\n"+'

'+raw+'

'+ "\n"+'

'+ "\n"+''+ "\n"+''; moreDialog = window.open("","More","width=700,height=650,status=0,resizable=yes,menubar=no,toolbar=no,scrollbars=yes"); moreDialog.document.write(html); moreDialog.document.close(); this.toggle( moreDialog ); } moreDialog.document.title = 'Report Preview Details'; }, toggle:function( win, domLink ){ var domId = this.Default; var doc = win.document; var domEl = doc.getElementById( domId ); domEl.style.display = 'block'; this.Default = domId == 'raw' ? 'formatted' : 'raw'; if( domLink ){ domLink.innerHTML = this.Default == 'raw' ? 'with Text Wrapped' : 'as Filed'; } var domElOpposite = doc.getElementById( this.Default ); domElOpposite.style.display = 'none'; }, LastAR : null, showAR : function ( link, id, win ){ if( Show.LastAR ){ Show.hideAR(); } var ref = link; do { ref = ref.nextSibling; } while (ref && ref.nodeName != 'TABLE'); if (!ref || ref.nodeName != 'TABLE') { var tmp = win ? win.document.getElementById(id) : document.getElementById(id); if( tmp ){ ref = tmp.cloneNode(true); ref.id = ''; link.parentNode.appendChild(ref); } } if( ref ){ ref.style.display = 'block'; Show.LastAR = ref; } }, toggleNext : function( link ){ var ref = link; do{ ref = ref.nextSibling; }while( ref.nodeName != 'DIV' ); if( ref.style && ref.style.display && ref.style.display == 'none' ){ ref.style.display = 'block'; if( link.textContent ){ link.textContent = link.textContent.replace( '+', '-' ); }else{ link.innerText = link.innerText.replace( '+', '-' ); } }else{ ref.style.display = 'none'; if( link.textContent ){ link.textContent = link.textContent.replace( '-', '+' ); }else{ link.innerText = link.innerText.replace( '-', '+' ); } } }, hideAR : function(){ Show.LastAR.style.display = 'none'; } } XML 29 R7.htm IDEA: XBRL DOCUMENT

1. Description of business and nature of operations

12 Months Ended

Dec. 31, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

1. Description of business and nature of operations

No assurances can be given that Pivotal will be successful in developing the Perdido Key conference center and resort.

XML 30 R3.htm IDEA: XBRL DOCUMENT

Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	11,950,000	11,000,000
Common stock, shares outstanding	11,950,000	11,000,000

- Definition

Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.

+ References+ Details

- Definition

Face amount or stated value per share of nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer); generally not indicative of the fair market value per share.

+ References+ Details

XML 31 R17.htm IDEA: XBRL DOCUMENT

2. Agreement and plan for merger (Tables)

12 Months Ended

Dec. 31, 2012

Agreement And Plan For Merger Tables

Schedule of pro forma consolidated statement of operations

	Pivotal Group, Inc. For the Year Ended December 31, 2012			PKCCR, LLC For the Year Ended December 31, 2012			Pro Forma Adjustments		Pro forma Consolidated For the Twelve Months Ended December 31, 2012

Revenues	$	–		$	–		$	–	$	–

Operating expenses	$	234,501		$	108,027				$	342,528

Net loss	$	(234,501	)	$	(108,027	)	$	–	$	(342,528	)

Net loss per common share - basic and diluted	$	(0.02	)	$	–		$	–	$	(0.03	)

Weighted average common shares outstanding - basic and diluted		11,776,164			–			–		11,776,164

XML 32 R1.htm IDEA: XBRL DOCUMENT

Document and Entity Information (USD $)	12 Months Ended
Document and Entity Information (USD $)	Dec. 31, 2012	Apr. 01, 2013	Jun. 30, 2012
Document And Entity Information
Entity Registrant Name	Pivotal Group Inc.
Entity Central Index Key	0001522214
Document Type	10-K
Document Period End Date	Dec. 31, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 9,500
Entity Common Stock, Shares Outstanding		11,950,000
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2012

XML 33 R18.htm IDEA: XBRL DOCUMENT

8. Income Taxes (Tables)

12 Months Ended

Dec. 31, 2012

Income Taxes Tables

Schedule of income tax expense

	December 31,
	2012		2011

Current	$	200	$	–
Deferred		–		–

Total	$	200	$	–

Schedule of deferred tax asset

	December 31,
	2012			2011

Deferred tax assets - long-term:
Net operating loss carryforwards	$	52,972			–
Total deferred income tax assets		52,972			–
Valuation allowance		(52,972	)		–
Total	$	–		$	–

XML 34 R4.htm IDEA: XBRL DOCUMENT

Consolidated Statements of Operations (USD $)	12 Months Ended
Consolidated Statements of Operations (USD $)	Dec. 31, 2012	Dec. 31, 2012	Dec. 31, 2011
Income Statement [Abstract]
Revenues
Operating expenses	334,257	334,257
Net loss	$ (334,257)	$ (334,257)
Net loss per common share - basic and diluted	$ (0.03)
Weighted average common shares outstanding - basic and diluted	11,335,753		11,000,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 03

-Paragraph 19

-Article 5

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 260

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 944

-SubTopic 225

-Section S99

-Paragraph 1

-Subparagraph (SX 210.7-04.22)

-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Other Comprehensive Income

-URI http://asc.fasb.org/extlink&oid=6519514

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 225

-SubTopic 10

-Section S99

-Paragraph 2

-Subparagraph (SX 210.5-03.18)

-URI http://asc.fasb.org/extlink&oid=6880815&loc=d3e20235-122688

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 130

-Paragraph 10, 15

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 04

-Paragraph 20

-Article 9

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Net Income

-URI http://asc.fasb.org/extlink&oid=6518256

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Emerging Issues Task Force (EITF)

-Number 87-21

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 95

-Paragraph 28, 29, 30

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 230

-SubTopic 10

-Section 45

-Paragraph 28

-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3602-108585

Reference 12: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 944

-SubTopic 225

-Section S99

-Paragraph 1

-Subparagraph (SX 210.7-04.19)

-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 13: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 220

-SubTopic 10

-Section 45

-Paragraph 6

-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e565-108580

Reference 14: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 51

-Paragraph A7

-Appendix A

Reference 15: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 51

-Paragraph 38

-Subparagraph a

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 16: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 51

-Paragraph 38

-Subparagraph d

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

XML 35 R12.htm IDEA: XBRL DOCUMENT

6. Prepaid Expenses

12 Months Ended

Dec. 31, 2012

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

6. Prepaid Expenses

For the period ending December 31, 2012, $100,000 of the professional services were expensed for the year.

XML 36 R11.htm IDEA: XBRL DOCUMENT

5. Escrowed Cash Deposits

12 Months Ended

Dec. 31, 2012

Cash and Cash Equivalents [Abstract]

5. Escrowed Cash Deposits

Effective June 22, 2012, MLD entered into a new agreement for the purchase of the land, an Agreement for the Sale and Purchase of Real Property (“New Land Contract”). Subsequently, on June 30, 2012, MLD conveyed and assigned its interests and rights in the Original Land Contract to PKCCR, LLC. The New Land Contract supersedes the previous Original Land Contract and specifies that the purchase price for the land will be $9.75 million. The $45,000 deposits made by the Company in connection with the Original Land Contract was transferred and credited toward the purchase price under the New Land Contract. In January 2013 an additional $5,000 was paid toward the purchase price. Within two business days after the expiration of the Company’s right to inspect the physical and other conditions of or with respect to the land (the “Inspection Period”), the Company is required to deliver an additional $150,000 to the seller. The balance of $9,550,000 is due upon closing; which is required to be held within 30 days after the seller obtains (i) a permit to extend and modify the Army Corps of Engineers permit for the Lost Key Community (the “Permit Modification”), (ii) a transfer from the county approving the transfer of an aggregate of 250 hotel units to the portion of the property to be developed by the Company, and (iii) a height variance from the county approving a height of up to 28 stories. In the event the Permit Modification is not obtained within the designated time frame, the New Land Contract will automatically terminate. The parties have entered into the following amendments to the New Land Contact:

The first amendment dated September 20, 2012, extended the Inspection Period to November 30, 2012;

The second amendment dated November 29, 2012, MLD extended the Inspection Period to January 31, 2013;

The third amendment dated January 30, 2013, extends the Inspection Period to May 1, 2013; and

The fourth amendment dated March 29, 2013, extends the Permit Modification date to June 28, 2013.

The sole member and officer of MLD is Mr. Smartt, who is also an officer and director of the Company and the sole member and officer of PKCCR, LLC.

- Definition

Tabular disclosure of the cash and cash items which are restricted as to withdrawal or usage. The provisions of any restrictions are described in a note to the financial statements. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or entity statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits.

+ References+ Details

XML 37 R19.htm IDEA: XBRL DOCUMENT

2. Agreement and plan for merger (Details) (USD $)	12 Months Ended
2. Agreement and plan for merger (Details) (USD $)	Dec. 31, 2012
Pivotal Group
Revenues
Operating expenses	234,501
Net loss	(234,501)
Net loss per common share - basic and diluted	$ (0.02)
Weighted average common shares outstanding - basic and diluted	11,776,164
PKCCR, LLC
Revenues
Operating expenses	108,027
Net loss	(108,027)
Net loss per common share - basic and diluted
Weighted average common shares outstanding - basic and diluted
Pro Forma Consolidated
Revenues
Operating expenses	342,528
Net loss	$ (342,528)
Net loss per common share - basic and diluted	$ (0.03)
Weighted average common shares outstanding - basic and diluted	111,776,164

XML 38 R15.htm IDEA: XBRL DOCUMENT

9. Subsequent Events

12 Months Ended

Dec. 31, 2012

Subsequent Events [Abstract]

9. Subsequent Events

In March 2013, the contract by and between MLD, LLC with WCI Communities, Inc. was amended to extend its closing date and to permit the seller an opportunity to finalize all entitlements.

XML 39 R13.htm IDEA: XBRL DOCUMENT

7. Related Party Transactions

12 Months Ended

Dec. 31, 2012

7. Related Party Transactions

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 850

-SubTopic 10

-Section 50

-Paragraph 6

-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 850

-SubTopic 10

-Section 50

-Paragraph 4

-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 850

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 57

-Paragraph 1-4

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 850

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 850

-SubTopic 10

-Section 50

-Paragraph 5

-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.4-08.(k))

-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 04

-Paragraph b

-Article 3A

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 08

-Paragraph k

-Article 4

+ Details

XML 40 R14.htm IDEA: XBRL DOCUMENT

8. Income Taxes

12 Months Ended

Dec. 31, 2012

Income Tax Disclosure [Abstract]

8. Income Taxes

The components of income tax expense are as follows for the years ended December 31, 2012 and 2011, respectively.

	December 31,
	2012		2011

Current	$	200	$	–
Deferred		–		–

Total	$	200	$	–

	December 31,
	2012			2011

Deferred tax assets - long-term:
Net operating loss carryforwards	$	52,972			–
Total deferred income tax assets		52,972			–
Valuation allowance		(52,972	)		–
Total	$	–		$	–

A reconciliation of provision (benefit) for income taxes provided at the federal statutory rate (34% for fiscal years 2012 and 2011) to actual provision for income taxes is as follows:

	December 31,
	2012			2011

Benefit for income taxes computed at federal statutory rate	$	110,795		$	–
State income taxes, net of federal benefit		13,980			–
Contrubuted services		(63,750	)		–
Other		(8,253	)		–
Valuation allowance		(52,972	)		–

Provision for Income taxes	$	(200	)	$	–

The Company files income tax returns in the U.S. federal and Alabama jurisdictions. Tax years 2011 to current remain open to examination by U.S. federal and state tax authorities.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 109

-Paragraph 136, 172

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.4-08.(h))

-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 08

-Paragraph h

-Article 4

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 740

-SubTopic 10

-Section 50

-Paragraph 15

-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32718-109319

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 109

-Paragraph 43, 44, 45, 46, 47, 48, 49

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 740

-SubTopic 10

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 740

-SubTopic 10

-Section 50

-Paragraph 9

-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32639-109319

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 740

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32559-109319

+ Details

XML 41 R16.htm IDEA: XBRL DOCUMENT

3. Significant accounting policies (Policies)

12 Months Ended

Dec. 31, 2012

Accounting Policies [Abstract]

a) Principles of Consolidation

a) Principles of Consolidation

b) Use of Estimates

b) Use of Estimates

c) Concentration of Risk

c) Concentration of Risk

d) Contributed Services

d) Contributed Services

e) Income Taxes

e) Income Taxes

f) Loss Per Common Share

f) Loss Per Common Share

g) Fair Value of Financial Instruments

g) Fair Value of Financial Instruments

The three levels of the fair value hierarchy are as follows:

	·	Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
	·	Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
	·	Level 3 inputs are unobservable inputs for the asset or liability.

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

h) Recent Accounting Pronouncements

h) Recent Accounting Pronouncements

- Definition

Disclosure of accounting policy for credit risk.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 942

-SubTopic 825

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6480020&loc=d3e61044-112788

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name FASB Staff Position (FSP)

-Number SOP94-6-1

-Paragraph 7, 11

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 113

-Paragraph 28

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 825

-SubTopic 10

-Section 55

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6875567&loc=d3e14537-108613

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 944

-SubTopic 825

-Section 55

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6487554&loc=d3e32600-158583

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 825

-SubTopic 10

-Section 55

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6875567&loc=d3e14489-108613

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 107

-Paragraph 15A

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Statement of Position (SOP)

-Number 01-6

-Paragraph 14

-Subparagraph m

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 825

-SubTopic 10

-Section 50

-Paragraph 21

-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13537-108611

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 825

-SubTopic 10

-Section 50

-Paragraph 20

-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13531-108611

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 942

-SubTopic 825

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6480020&loc=d3e61082-112788

+ Details

- Definition

Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 810

-SubTopic 10

-URI http://asc.fasb.org/subtopic&trid=2197480

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 325

-SubTopic 20

-URI http://asc.fasb.org/subtopic&trid=2197087

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 18

-Paragraph 20

-Subparagraph a(2)

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 51

-Paragraph 2-6

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 323

-SubTopic 10

-URI http://asc.fasb.org/subtopic&trid=2196966

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 860

-SubTopic 40

-Section 45

-URI http://asc.fasb.org/section&trid=2197723

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 18

-Paragraph 5, 6, 16-19

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name FASB Interpretation (FIN)

-Number 46R

-Paragraph 4

-Subparagraph c

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph k

-Article 1

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 810

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=18733093&loc=d3e5614-111684

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 323

-SubTopic 10

-Section 45

-Paragraph 4

-URI http://asc.fasb.org/extlink&oid=16385135&loc=d3e33801-111570

Reference 12: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name FASB Interpretation (FIN)

-Number 46R

-Paragraph 14, 15

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 13: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name FASB Interpretation (FIN)

-Number 46R

-Paragraph 4

-Subparagraph d

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 14: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 140

-Paragraph 46

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 15: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 810

-SubTopic 10

-Section S99

-Paragraph 2

-Subparagraph (SX 210.3A-02)

-URI http://asc.fasb.org/extlink&oid=6959686&loc=d3e355033-122828

Reference 16: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Emerging Issues Task Force (EITF)

-Number 96-16

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 17: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790

Reference 18: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02, 03

-Article 3A

Reference 19: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Emerging Issues Task Force (EITF)

-Number 97-2

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

- Definition

Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.

+ References+ Details

- Definition

Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 740

-SubTopic 10

-Section 50

-Paragraph 17

-Subparagraph (b)

-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32809-109319

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name FASB Interpretation (FIN)

-Number 48

-Paragraph 20

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 740

-SubTopic 10

-Section 45

-Paragraph 25

-URI http://asc.fasb.org/extlink&oid=21917399&loc=d3e32247-109318

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 4

-Paragraph 11

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 740

-SubTopic 10

-Section 50

-Paragraph 19

-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32840-109319

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 109

-Paragraph 6-34, 43, 47, 49

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 740

-SubTopic 10

-Section 45

-Paragraph 28

-URI http://asc.fasb.org/extlink&oid=21917399&loc=d3e32280-109318

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 954

-SubTopic 740

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6491622&loc=d3e9504-115650

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 740

-SubTopic 30

-URI http://asc.fasb.org/subtopic&trid=2144749

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 740

-SubTopic 10

-URI http://asc.fasb.org/subtopic&trid=2144681

+ Details

- Definition

The entire disclosure of changes in accounting principles, including adoption of new accounting pronouncements, that describes the new methods, amount and effects on financial statement line items.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 270

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.10-01.(b)(6))

-URI http://asc.fasb.org/extlink&oid=6958853&loc=d3e46468-122699

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 270

-SubTopic 10

-Section 45

-Paragraph 13

-URI http://asc.fasb.org/extlink&oid=6372559&loc=d3e765-108305

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 250

-SubTopic 10

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6801783&loc=d3e22580-107794

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 01

-Paragraph b

-Subparagraph 6

-Article 10

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Accounting Change

-URI http://asc.fasb.org/extlink&oid=6503790

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Retrospective Application

-URI http://asc.fasb.org/extlink&oid=6523989

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 250

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6801783&loc=d3e22499-107794

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 250

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6801783&loc=d3e22583-107794

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 270

-SubTopic 10

-Section 45

-Paragraph 12

-URI http://asc.fasb.org/extlink&oid=6372559&loc=d3e725-108305

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Indirect Effects of a Change in Accounting Principle

-URI http://asc.fasb.org/extlink&oid=6515603

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Direct Effects of a Change in Accounting Principle

-URI http://asc.fasb.org/extlink&oid=6510796

Reference 12: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Change in Accounting Principle

-URI http://asc.fasb.org/extlink&oid=6507316

+ Details

- Definition

Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.

+ References+ Details

XML 42 R21.htm IDEA: XBRL DOCUMENT

8. Income Taxes (Details 1) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Deferred tax assets - long-term:
Net operating loss carryforwards	$ 52,972
Total deferred income tax assets	52,972
Valuation allowance	(52,972)
Total

- Definition

Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards.

+ References+ Details

- Definition

Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.

+ References+ Details

XML 43 R5.htm IDEA: XBRL DOCUMENT

Consolidated Statement of Stockholders' Deficit (USD $)	Common Stock	Additional Paid-In Capital	Deficit accumulated during the development stage	Total
Beginning balance, amount at Dec. 31, 2011	$ 1,100	$ (1,100)
Beginning balance, shares at Dec. 31, 2011	11,000,000
Capital contribution		200		200
Recapitalization due to reverse merger, shares	950,000
Recapitalization due to reverse merger, amount	95	828		923
Contributed services by officers		187,500		187,500
Net loss			(334,257)	(334,257)
Ending balance, amount at Dec. 31, 2012	$ 1,195	$ 187,428	$ (334,257)	$ (145,634)
Ending balance, shares at Dec. 31, 2012	11,950,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

The cash inflow associated with the amount received by a corporation from a shareholder during the period.

+ References+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References+ Details

XML 44 R10.htm IDEA: XBRL DOCUMENT

4. Going Concern

12 Months Ended

Dec. 31, 2012

Going Concern

4. Going Concern

- Definition

Disclosure of accounting policy for reporting when there is a substantial doubt about an entity's ability to continue as a going concern for a reasonable period of time (generally a year from the balance sheet date). Disclose: (a) pertinent conditions and events giving rise to the assessment of substantial doubt about the entity's ability to continue as a going concern for a reasonable period of time, (b) the possible effects of such conditions and events, (c) management's evaluation of the significance of those conditions and events and any mitigating factors, (d) possible discontinuance of operations, (e) management's plans (including relevant prospective financial information), and (f) information about the recoverability or classification of recorded asset amounts or the amounts or classification of liabilities. If management's plans alleviate the substantial doubt about the entity's ability to continue as a going concern, disclosure of the principal conditions and events that initially raised the substantial doubt about the entity's ability to continue as a going concern would be expected to be considered. Disclose whether operations for the current or prior years generated sufficient cash to cover current obligations, whether waivers were obtained from creditors relating to the company's default under the provisions of debt agreements and possible effects of such conditions and events, such as: whether there is a possible need to obtain additional financing (debt or equity) or to liquidate certain holdings to offset future cash flow deficiencies. Disclose appropriate parent company information when parent is dependent upon remittances from subsidiaries to satisfy its obligations.

+ References+ Details

XML 45 FilingSummary.xml IDEA: XBRL DOCUMENT 2.4.0.6 Html 22 90 1 false 6 0 false 3 false false R1.htm 0001 - Document - Document and Entity Information Sheet http://pivotalgroup.com/role/DocumentAndEntityInformation Document and Entity Information true false R2.htm 0002 - Statement - Consolidated Balance Sheets Sheet http://pivotalgroup.com/role/BalanceSheets Consolidated Balance Sheets false false R3.htm 0003 - Statement - Consolidated Balance Sheets (Parenthetical) Sheet http://pivotalgroup.com/role/BalanceSheetsParenthetical Consolidated Balance Sheets (Parenthetical) false false R4.htm 0004 - Statement - Consolidated Statements of Operations Sheet http://pivotalgroup.com/role/StatementsOfOperations Consolidated Statements of Operations false false R5.htm 0005 - Statement - Consolidated Statement of Stockholders' Deficit Sheet http://pivotalgroup.com/role/StatementOfStockholdersDeficit Consolidated Statement of Stockholders' Deficit false false R6.htm 0006 - Statement - Consolidated Statements of Cash Flows Sheet http://pivotalgroup.com/role/StatementsOfCashFlows Consolidated Statements of Cash Flows false false R7.htm 0007 - Disclosure - 1. Description of business and nature of operations Sheet http://pivotalgroup.com/role/DescriptionOfBusinessAndNatureOfOperations 1. Description of business and nature of operations false false R8.htm 0008 - Disclosure - 2. Agreement and plan for merger Sheet http://pivotalgroup.com/role/AgreementAndPlanForMerger 2. Agreement and plan for merger false false R9.htm 0009 - Disclosure - 3. Significant accounting policies Sheet http://pivotalgroup.com/role/SignificantAccountingPolicies 3. Significant accounting policies false false R10.htm 0010 - Disclosure - 4. Going Concern Sheet http://pivotalgroup.com/role/GoingConcern 4. Going Concern false false R11.htm 0011 - Disclosure - 5. Escrowed Cash Deposits Sheet http://pivotalgroup.com/role/EscrowedCashDeposits 5. Escrowed Cash Deposits false false R12.htm 0012 - Disclosure - 6. Prepaid Expenses Sheet http://pivotalgroup.com/role/PrepaidExpenses 6. Prepaid Expenses false false R13.htm 0013 - Disclosure - 7. Related Party Transactions Sheet http://pivotalgroup.com/role/RelatedPartyTransactions 7. Related Party Transactions false false R14.htm 0014 - Disclosure - 8. Income Taxes Sheet http://pivotalgroup.com/role/IncomeTaxes 8. Income Taxes false false R15.htm 0015 - Disclosure - 9. Subsequent Events Sheet http://pivotalgroup.com/role/SubsequentEvents 9. Subsequent Events false false R16.htm 0016 - Disclosure - 3. Significant accounting policies (Policies) Sheet http://pivotalgroup.com/role/SignificantAccountingPoliciesPolicies 3. Significant accounting policies (Policies) false false R17.htm 0017 - Disclosure - 2. Agreement and plan for merger (Tables) Sheet http://pivotalgroup.com/role/AgreementAndPlanForMergerTables 2. Agreement and plan for merger (Tables) false false R18.htm 0018 - Disclosure - 8. Income Taxes (Tables) Sheet http://pivotalgroup.com/role/IncomeTaxesTables 8. Income Taxes (Tables) false false R19.htm 0019 - Disclosure - 2. Agreement and plan for merger (Details) Sheet http://pivotalgroup.com/role/AgreementAndPlanForMergerDetails 2. Agreement and plan for merger (Details) false false R20.htm 0020 - Disclosure - 8. Income Taxes (Details) Sheet http://pivotalgroup.com/role/IncomeTaxesDetails 8. Income Taxes (Details) false false R21.htm 0021 - Disclosure - 8. Income Taxes (Details 1) Sheet http://pivotalgroup.com/role/IncomeTaxesDetails1 8. Income Taxes (Details 1) false false All Reports Book All Reports Process Flow-Through: 0002 - Statement - Consolidated Balance Sheets Process Flow-Through: Removing column 'Dec. 18, 2011' Process Flow-Through: Removing column 'Dec. 31, 2010' Process Flow-Through: 0003 - Statement - Consolidated Balance Sheets (Parenthetical) Process Flow-Through: 0004 - Statement - Consolidated Statements of Operations Process Flow-Through: 0006 - Statement - Consolidated Statements of Cash Flows pivo-20121231.xml pivo-20121231.xsd pivo-20121231_cal.xml pivo-20121231_def.xml pivo-20121231_lab.xml pivo-20121231_pre.xml true true XML 46 R20.htm IDEA: XBRL DOCUMENT

8. Income Taxes (Details) (USD $)	12 Months Ended
8. Income Taxes (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Income Taxes Details
Current	$ 200
Deferred
Total	$ 200

- Definition

The component of income tax expense for the period representing amounts paid or payable (or refundable) as determined by applying the provisions of enacted federal tax law to the domestic taxable Income or Loss from continuing operations.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 109

-Paragraph 289

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Current Tax Expense (or Benefit)

-URI http://asc.fasb.org/extlink&oid=6509736

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 740

-SubTopic 10

-Section 50

-Paragraph 9

-Subparagraph (a)

-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32639-109319

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 740

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SAB TOPIC 6.I.7)

-URI http://asc.fasb.org/extlink&oid=6889476&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Staff Accounting Bulletin (SAB)

-Number Topic 6

-Section I

-Paragraph Question 1-7

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 109

-Paragraph 45

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.4-08.(h))

-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 08

-Paragraph h

-Article 4

+ Details

- Definition

The component of total income tax expense for the period comprised of the increase (decrease) during the period in the entity's domestic deferred tax assets and liabilities attributable to continuing operations as determined by applying the provisions of the federally enacted tax law.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 109

-Paragraph 8, 16, 17, 289

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.4-08.(h))

-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 08

-Paragraph h

-Article 4

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 740

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SAB TOPIC 6.I.7)

-URI http://asc.fasb.org/extlink&oid=6889476&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 109

-Paragraph 45

-Subparagraph b

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Deferred Tax Expense (or Benefit)

-URI http://asc.fasb.org/extlink&oid=6510177

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Staff Accounting Bulletin (SAB)

-Number Topic 6

-Section I

-Subsection 7

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 740

-SubTopic 10

-Section 50

-Paragraph 9

-Subparagraph (b)

-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32639-109319

+ Details

- Definition

The sum of the current income tax expense or benefit and the deferred income tax expense or benefit pertaining to continuing operations.

+ References+ Details