Form 8-K for PARKVIDA GROUP, INC.
29-Sep-2011
Completion of Acquisition or Disposition of Assets, Changes in Registrant's
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On August 20, 2010 our board of directors approved the execution of an Asset Purchase Agreement, as amended on November 20, 2010 (the "Agreement"), to acquire JBP as a wholly owned subsidiary (the "Acquisition") intent on the development of a destination resort in the Dominican Republic to be known as ParkVida. On June 30, 2011 our board of directors determined that our stockholders should consider whether to approve the Acquisition. A majority of our stockholders approved the Acquisition by written consent on June 30, 2011 and authorized the Company to close the transaction subject to the terms and conditions provided.
Subject to the terms and conditions of the Agreement, the Company acquired JBP from Park Capital Management, Inc. ("Park"), which shares were held in trust by Jay and Mason Blackmore on behalf of Park, in exchange for 15,282,120 shares of our common stock and 6,824,300 share purchase warrants to be exercised within ten years of the date of grant at an exercise price of $0.005 per share. We also issued 1,528,212 shares and 682,430 share purchase warrants to be exercised within three years of the date of grant at an exercise price of $0.06 per share to Jos? Aris for his role in facilitating the transaction.
The Acquisition will be accounted for as a recapitalization of the Company giving effect to the acquisition of JBP. The surviving entity will reflect the assets and liabilities of the Company and JBP at their historical book value. The issued common stock will be that of the Company, the accumulated deficit will be that of JBP, and the statements of operations will be those of JBP for the years ended December 31, 2010 and 2009 and cumulative amounts ( March 6, 2008 through September 23, 2011.
The terms of the Agreement were disclosed on Form 8-K as filed with the Securities and Exchange Commission ("Commission") on August 31, 2010. A copy of the Agreement was attached thereto as an exhibit and is hereby incorporated by this reference. The terms of the amendment to the Agreement were disclosed on Form 10-K as filed with the Commission on March 31, 2011 and attached thereto. A copy of the amendment is hereby incorporated by this reference. All references to the Agreement, as amended, are qualified, in their entirety, by the text of such exhibits.
The information set forth above in Item 2.01 of this current report on Form 8-K is incorporated herein by this reference. On September 23, 2011, upon the Acquisition becoming effective, our principal business became that of JBP, which is more fully described below, and JBP became our consolidated operating subsidiary.
Item 2.01(f) of Form 8-K states that if the registrant was a shell company, as
we were, immediately before the Acquisition disclosed under this Item 2.01, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, we are providing such information below. Please note that the information provided below relates to the combined enterprises subsequent to the Acquisition, except that information relating to periods prior to the date of the Acquisition relate respectively to the Company or JBP as indicated.
FORM 10 DISCLOSURE
ITEM 1. BUSINESS
Corporate History
The Company was incorporated in Nevada on December 7, 1999, as "Aswan Investments, Inc." to engage in any legal undertaking. On July 17, 2002, our name was changed to "Montana Mining Corp." to reflect the decision of management to enter into mineral exploration activities. After completing the first stages of an exploration program on an optioned property in the state of Montana, we . . .
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Report.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
See Item 9.01 of this Form 8-K.
END OF FORM 10 DISCLOSURE
Item 2.01(f) of Form 8-K states that if the registrant was a shell company like
we were immediately before the transaction disclosed under Item 2.01, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. The foregoing Items enumerated 1 through 15 are intended to satisfy and relate such information required by Item 2.01(f) for Form 8-K. The following enumerated Items relate to this current report on Form 8-K.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On September 23, 2011 the board of directors of the Company authorized the issuance of (i) 15,282,120 shares of the Company's common stock and 6,824,300 share purchase warrants to be exercised within ten years of the date of grant at an exercise price of $0.005 per share to Park Capital Management and (ii) 1,528,212 shares of the Company's common stock and 682,430 share purchase warrants to be exercised within three years of the date of grant at an exercise price of $0.06 per share to Jos? Aris as a facilitation fee, which authorizations were subject to the terms and conditions of the Agreement and which authorizations were made in reliance upon the exemptions from registration provided by Section 4(2) and Regulation S of the Securities Act.
The Company complied with the exemption requirements of Section 4(2) of the Securities Act based on the following factors: (1) the authorizations were isolated private transactions by the Company which did not involve a public offering; (2) the offerees have access to the kind of information which registration would disclose; and (3) the offerees are financially sophisticated.
Regulation S provides generally that any offer or sale that occurs outside of the United States is exempt from the registration requirements of the Securities Act, provided that certain conditions are met. Regulation S has two safe harbors. One safe harbor applies to offers and sales by issuers, securities professionals involved in the distribution process pursuant to contract, their respective affiliates, and persons acting on behalf of any of the foregoing (the "issuer safe harbor"), and the other applies to resales by persons other than the issuer, securities professionals involved in the distribution process pursuant to contract, their respective affiliates (except certain officers and directors), and persons acting on behalf of any of the forgoing (the "resale safe harbor"). An offer, sale or resale of securities that satisfies all conditions of the applicable safe harbor is deemed to be outside the United States as required by Regulation S.
The Company complied with the exemption requirements of Regulation S by having directed no offering efforts in the United States, by offering common shares and share purchase warrants only to two offerees who were outside the United States at the time of the offering, and ensuring that the offerees to whom the common shares and share purchase warrants were offered and authorized were non-U.S. offerees with addresses in foreign countries.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS
Our board of directors executed a written consent authorizing and recommending that the stockholders approve amendments to our articles of incorporation, as amended, to (i) change the Company's name from "Montana Mining Corp." to "ParkVida Group, Inc." (ii) decrease the Company's authorized common stock from five hundred million (500,000,000) shares, par value $0.001, to two hundred and fifty million (250,000,000) shares, par value $0.001, without affecting the number of issued and outstanding shares. The Company's stockholders holding a majority of our voting common stock approved the amendments to our articles of incorporation, as amended, by written consent on June 30, 2011 and authorized its officers to effect the amendments. We have filed the amendments with the Nevada Secretary of State. The amendments are attached hereto as Exhibit 3.1.4.
ITEM 5.06 CHANGE IN SHELL COMPANY STATUS
As a result of the Acquisition of JBP described in Item 2.01 of this current report, the registrant is no longer a shell corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.
ITEM 7.01 REGULATION FD DISCLOSURE
The information contained herein includes a press release attached to this current report in Item 9.01 as Exhibit 99.3 which is incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. The press release relates to the Company's acquisition of JBP. This information is "furnished" and not "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. However, this information may be incorporated by reference in another filing under the Securities and Exchange Act of 1934, as amended, or the Securities Act, only if, and to the extent that, such subsequent filing specifically references the information incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
In accordance with Item 9.01(a), the following financial statements are included herewith:
? JBP's unaudited financial statements for the six months ended June 30, 2011 and 2010 and audited financial statements for the years ended December 31, 2010 and 2009 are filed herewith as exhibit 99.1.
? The Company's unaudited financial statements for the six months ended June 30, 2011 and 2010 are included by reference to the Company's Form 10-Q/A filed on August 26, 2011, with the Commission.
? The Company's audited financial statements for the years ended December 31, 2010 and 2009 are included by reference to the Company's Form 10-K filed on March 31, 2011, with the Commission.
(b) Pro Forma Financial Information.
In accordance with Item 9.01(b), the following pro forma financial information is included herewith:
? Unaudited pro forma financial information for the six months ended June 30, 2011, and unaudited pro forma financial information for the fiscal year ended December 31, 2010, is filed herewith as exhibit 99.2.
(c) Shell Company Transactions.
The terms of the Agreement were disclosed on Form 8-K as filed with the Commission on August 31, 2010. A copy of the Agreement was attached thereto as an exhibit and is hereby incorporated by this reference. The terms of the amendment to the Agreement were previously announced on Form 10-K as filed with the Commission on March 31, 2011. A copy of the amendment was attached thereto as an exhibit and is hereby incorporated by this reference. All references to the Agreement, as amended, are qualified, in their entirety, by the text of such exhibits.
AI
