UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011.

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

For the transition period from

___ to

Commission file number: 000-29321

PARK VIDA GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada

87-0643635

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

1403 East 900 South, Salt Lake City, Utah 84105

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (801) 582-9609

Securities registered under Section 12(b) of the Act: none.

Securities registered under Section 12(g) of the Act: common stock (title of class), $0.001 par value.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such

reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every

Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during

the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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. þ

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule

12b-2 of the Exchange Act. Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The aggregate market value of the registrant's common stock, $0.001 par value (the only class of voting stock), held by

non-affiliates (9,074,530 shares) was approximately $362,981 based on the average closing bid and asked prices ($0.04) for the

common stock on May 16, 2012.

At May 16, 2012 the number of shares outstanding of the registrant's common stock, $0.001 par value (the only class of voting

stock), was 40,487,175.

TABLE OF CONTENTS

PART I

Item1.

Business

Item 1A. Risk Factors

Item 1B. Unresolved Staff Comments

Item 2.

Properties

Item 3.

Legal Proceedings

Item 4.

Mine Safety Disclosures

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer

Purchases of Equity Securities

Item 6.

Selected Financial Data

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations 26

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Item 8.

Financial Statements and Supplementary Data

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 32

Item 9A.

Controls and Procedures

Item 9B. Other Information

PART III

Item 10. Directors, Executive Officers, and Corporate Governance

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related

Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accountant Fees and Services

PART IV

Item 15.

Exhibits, Financial Statement Schedules

Signatures

PART I

ITEM 1.

BUSINESS

As used herein the terms “Company” “we,” “our,” and “us” refer to Park Vida Group, Inc., its

subsidiary, and its predecessor, unless context indicates otherwise.

Company

Park Vida Group, Inc. was incorporated in Nevada on December 7, 1999, as “Aswan Investments, Inc.” to

engage in any legal undertaking. On July 17, 2002, the corporation’s 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

were unable to indicate conclusively the existence of any economically recoverable mineralization. We

therefore abandoned the purchase option and all exploration efforts in January of 2005. Thereafter, we

sought out other business opportunities and engaged in certain agreements, most recently our agreement to

acquire Produced Water Solutions, Inc. (“PWS"), which transaction did not close, and our agreement to

acquire JBP SRL (“JBP”) which transaction closed on September 23, 2011. On closing the acquisition of

JBP SRL the corporation’s name changed to “Park Vida Group, Inc.”.

On August 20, 2010, we entered into an agreement, as amended, with Park Capital Management, Inc.

(“Park”) to acquire JBP as a wholly-owned subsidiary, in order to design, construct and operate a

destination resort to be known as ParkVida in the Dominican Republic. The agreement required that we

issue fifteen million two hundred and eighty-two thousand one hundred and twenty (15,282,120) shares of

common stock and six million eight hundred and twenty-four thousand and three hundred (6,824,300) share

purchase warrants to be exercised within ten years of the date of grant at an exercise price of $0.005 a share

to the shareholders of Park. The agreement further required that we pay a finder’s fee of one million five

hundred and twenty-eight thousand two hundred and twelve (1,528,212) shares and six hundred and

eighty-two thousand four hundred and thirty (682,430) share purchase warrants to be exercised within three

years of the date of grant at an exercise price of $0.06 a share. The transaction was conditioned on the

realization of certain milestones on or before closing the transaction, including an obligation to fund no less

than $717,619 at $0.05 per share. We completed a private placement of $767,019 and thereafter closed the

acquisition of JBP.

Our office is located at 1403 East 900 South, Salt Lake City, Utah, 84105, and our telephone number is

(801) 582-9609. Our registered agent is the UPS Store #1650, 3395 S. Jones Boulevard, Las Vegas,

Nevada, 89146.

The Company currently trades on the Over the Counter Bulletin Board under the symbol “PRKV.”

ParkVida Destination Resort

JBP intends to design, develop and operate ParkVida as a destination resort, the first phase of which, subject

to financing, is expected to open in the fourth quarter of 2012. No financing is currently committed for this

purpose.

ParkVida will focus on an eco-tourism adventure that offers a comprehensive outdoor experience. The 700

acre former coffee plantation site is located at the top of the Cordillera Central mountain range in the

Dominican Republic. We expect that ParkVida will offer 199 hotel rooms, cottages and “tree houses” when

completed. Adventure activities will focus on downhill and cross-country mountain biking with a dedicated

chairlift for the uphill return. Other intended activities include zip lining, adventure rope courses, water

slides, hiking, fishing, spa, mule riding, quad biking, cultural classes, eco tours and coffee related

experiences such as growing, roasting and brewing.

Since one of the main experiences will be mountain biking, ParkVida intends to provide a rewarding biking

experience without the usual hassles of planning and researching that usually precede extended rides. Most

bikers looking for that adrenalin-pumping trail endure extensive travel, carrying their equipment, getting lost,

and staying in dubious accommodations with no biking related infrastructure. ParkVida intends to offer a

simple destination riding vacation designed for mountain biking enthusiasts who want to be able to focus on

the trail, the ride, and the thrill of riding with the promise of great accommodations, service and relaxation.

ParkVida intends to match personal skills with equipment and guidance to provide that “local trail”

experience on a host of trails engineered and hand built by bikers for bikers.

ParkVida intends to be a destination where guests can be as active as they wish, or just simply relax.

Regardless of the weather conditions, it will be the resort’s intention to provide sufficient activities,

services and facilities for guests to enjoy. ParkVida intends to offer:

• A comfortable place to stay in a mountain setting;

• A destination for bikers to come to learn and play in a warm climate year round;

• A variety of activities which require little or no prior experience or skill level;

• A place to develop skills and leadership in various activities;

• A haven for excellence in service and facilities, including food and beverage offerings;

• A place to meet and socialize with people from diverse cultures and backgrounds.

Buildings & Facilities

Lodge House & Reception. We anticipate that the resort will feature a central lodge where guests will check

in, relax, spend time in the library, and be briefed as to available activities. The lodge is intended to be the

central location and hub of the resort and offer views of the valley and national park beyond. The central

lodge will also offer the following:

• Plantation Restaurant. The lodge intends to feature a full-service restaurant open for breakfast,

lunch, and dinner serving traditional and healthy natural cuisine as well as international dishes.

• Bar. A stand-alone bar and lounge is intended to be open for lunch, dinner and late into the night.

The bar will be a microbrewery where ParkVida expects to brew its own beers for guests to enjoy.

• Coffee Shop. A coffee shop within the lodge will serve local organic coffees and coffee based

beverages. The shop is designed to have the look and feel of a local Dominican coffee shop.

ParkVida expects to package and sell coffee under its own brand name.

Lodging. We anticipate that there will be five options for accommodation at ParkVida:

• River Lodge. A River Lodge is expected to be located in the vicinity of the river at the bottom of

the valley as the main base for guests staying in the Valley and River Lodging areas of the resort.

The River Lodging is intended to be located in two buildings each with two floors containing 16

rooms. Deluxe Rooms will be on the ground floor featuring individual garden terraces and a back

courtyard with an open-air bathroom and shower. Superior Rooms on the upper floor will feature

private balconies and a daybed with unobstructed views of the river.

• Valley Lodging. Valley Lodging is intended to be located in two buildings each with two floors

containing 16 rooms. On the ground floor will be the Deluxe Rooms each featuring individual

garden terraces and a back courtyard with an open-air bathroom and shower. Superior Rooms on

the upper floor will feature private balconies and a daybed with unobstructed views of the property.

• Guest Cottages. All 130-guest cottages are intended to have panoramic views of the valley and the

Armando Bermudez National Park. Located within short walking distance of the main lodge each

of the cottages will offer a spacious walk-around deck perched over the valley. Large, airy and light

rooms will open out onto a deck. En-suite bathrooms will provide separate shower and bath. The

bath will double up as a jacuzzi, which also opens out onto the deck. A bike cleaning and storage

area will be found within the confines of each of the cottages.

• Treehouses. Treehouse Lodging is intended to consist of five rooms built on raised wooden

platforms at "tree top" level and joined by raised walkways to offer views over the valley below.

The rooms will have light wooden walls and roofs with huge window areas. The expected affect is

to provide guests with the feeling of being right in the middle of nature. Each room will have a

private deck.

• The Coffee Plantation House. This House is expected to be located in one of the river valleys of the

resort. Originally the structure belonged to the owner of the former plantation and is to be

renovated to the highest standards. Set away from the main lodge, guests will have their own

private butler and access to their own dining arrangements, deck and plunge pool. Complete with a

private spa gazebo, guests can be completely secluded.

Other Guest Buildings. ParkVida expects to offer a host of other buildings and facilities for its guests:

• Cigar Lounge. The Dominican Republic is home to some of the finest cigars the world has to offer.

ParkVida’s Cigar Lounge is intended to be a testament to this cigar quality.

• Swimming Pool. An emerald-green “infinity” edge swimming pool is to be perched on a terrace to

give the appearance that it is floating above the valley below. The pool will be surrounded by

stone-tiled sun decks that feature comfortable sun-beds and umbrellas.

• Spa. A spa is to be located a short walk away from the central hub and will provide a spa treatment

menu for all ages. The spa will have six open-air gazebos capable of allowing guests to enjoy a

massage with their partner. The spa will also have a yoga area that sprawls onto the deck and a wet

area with steam room, traditional bath and sauna.

• Games Room. Stocked with games like board games, card games, computer games, the games

room is intended as a diversion for children and adults alike, particularly during those rainy days.

• Gift Shop. The gift shop intends to sell snacks and toiletries as well as magazines and other

miscellaneous conveniences. In addition the shop will sell items produced and supplied by

ParkVida to its in-house guests, such as coffee, beer, wine and jams. ParkVida also intends to

support local artists and sell their products through the gift shop.

• Activity House. The existing schoolhouse at Loma Prieta (adjacent to ParkVida) will be converted

into an activity house, mainly to provide a covered recreation space for guests to use during rainy

periods. The activity house will have a pool table, full size snooker table, table tennis, dart board

and more board games. The activity house is also intended to retain some educational aspects

including pictures illustrating the history of the facility.

• Bike Center. The main lodge for downhill mountain biking is to be located next to the main village

at the top of the chairlift. The downhill biking lodge will house the main bike rental shop, the bike

merchandise shop and also the bike repair shop. The Bike Center will also be the main location for

guests to find a bike instructor and will include a small skills centre for guests to learn the basics of

mountain biking.

• Chair Snack Hut. A small snack hut located at the base of the chair lift is intended to provide quick

and easy refreshments for anybody passing by, whether that is a biker, hiker or zipper.

• Medical Services. A state of the art medical clinic will be located on site to deal with any minor

injuries as well as emergencies. Should any life threatening injuries occur, evacuation via

helicopter to one of the private hospitals located in Santiago will be possible.

Employee Buildings. ParkVida expects to offer the following buildings and facilities for its employees:

• Staff Accommodation. Staff accommodation will be located within the existing village of Loma

Prieta. Local staff members who live on site will share rooms, with up to four people per room.

Management staff will have private accommodation. All accommodation will be comfortable and

will have communal areas to relax, socialize, cook and wash. Since a majority of ParkVida’s staff

will come from surrounding villages, the number of those living on site is expected to be minimal.

• Staff Recreation House. A staff recreation house is to be created separate from the village and other

facilities of the resort. Open to them both during the day and the night, the house will have a

kitchen, games room, TV room and a small swimming pool with decking.

• Services & Stores. The back of house areas of the resort will be located along the existing village of

Loma Prieta where all the services such as the laundry and maintenance and all the storage aspects

will be located.

ParkVida Activities

Biking Activities:

• Downhill Mountain Biking. ParkVida will offer a great deal of downhill mountain biking trails.

The aim is to have a significant number of trails so that there are few riders on each trail. All trails

will have features that will challenge every level of rider, providing difficulty and slope ratings of

blue, green, black, and double black.

• Cross-Country Mountain Biking. ParkVida will have many cross country biking trails and these

will be the way for guests to explore all corners of the property. The idea will be to create a cross

country grid around the property with the easy trails based on no more than a four degree slope.

These runs will give guests quick access to all areas of the park with other runs interlinking these

trails.

• Dirt Bike Jump Park. A professional dirt-jumping park will be located near the main entrance for

users to impress new guests to the resort. The jump park will be designed by professionals to

accommodate all ranges of biking experience. It is envisaged that dirt-jumping competitions will be

held here each year and will also allow for professionals to train here all year round.

• Jump Pit. A jump pit will have a large kicker and foam pit for bikers to practice their freestyle

jumps with a soft and safe landing, prior to trying such tricks on the trails.

• Bike Skills Centre & Boot Camp. There will be weekly workshops to assist bikers in upgrading

their skills. The operation will organize boot camps for people who are new to mountain biking,

involving intensive riding skills exercises and drills. Skills camps, hosted by endorsed pros, will be

offered and designed to improve expert riders’ skills which will be sure to please that up and

coming rider in the family. In addition to riding techniques, the course will also discuss pre-ride

maintenance, the indispensable trailside repair toolkit, trail safety and courtesy.

Lake/Water Sports:

• Kayaking and Rafting. Half day rafting and kayaking will be conducted off the resort, but will be

organized for the ParkVida guests.

• Hydro Speeding. Hydro speeding is described as surfing or tobogganing down the rapids. Guests

will have wetsuits and a specially designed floating toboggan - rather like a body board.

• Fishing. It is expected the river running adjacent to ParkVida will be pooled by a dam to produce

hydroelectric power by 2016. Once the dam has been completed, part of ParkVida will front onto a

lake. The lake will be stocked with fish and guests will be able to catch and then have the chefs

prepare their fish for dinner.

• Sailing and canoeing. Once the lake is formed, sailing and canoeing will be provided for guests to

explore the coastline. Using a variety of dinghies and canoes, guests with no experience can have a

guide take them out for a short tour, or, for those who know how to sail, longer excursions will be

possible.

• Paddle Boarding. Paddle boarding, a fast growing and popular water sport, will allow guests to

keep fit whilst exploring the newly formed lake and its coastline. Equipment will be available to

rent from the resort and for those new to it, instruction will be on hand.

Other Outdoor Activities:

• Hiking. ParkVida has numerous trails for the guests to enjoy on their own or with guides.

Exploring will be available along the ridge line, up and down the entire valley, and along the river.

• Zip Trek. There will be a number of different zip trekking opportunities within the site. Zip

trekking combines an element of adventure with learning the flora and fauna of the natural

surroundings. A route through the rainforest valley will combine six zip lines, whilst a zip line route

along the river edge will allow users to travel from the top of the hill all the way down to the bottom

in one ride.

• Rope Course/Airpark. The rope course/airpark, located in and amongst the dense rainforest will

consist of a giant obstacle course up in the trees using ladders, walkways, bridges and tunnels made

of wood, rope and super-strong wire. Guests will get kitted up with harnesses, pulleys and

karabiners, and after a safety briefing, they will be let loose into the forest canopy, free to swing

through the trees. Instructors will always be on hand, regularly patrolling the forests.

• Waterslide. A waterslide will meander from the top of the resort to the valley bottom, taking you

through some of the most spectacular natural landscape on offer. Splash pools will be located all

the way down.

• Steel Bobsleigh. A state-of-the-art steel track that starts at the top of the chairlift will weave its way

down a narrow course that concludes at the base of the lift.

• Mule Riding. ParkVida will own their own mules and guests can enjoy short or long mule rides

throughout the property. One of the most stable and sturdy animals, the mules will happily carry

guests through the entire levels of the property. It will also be possible for guests to do a five-day

mule/camping excursion to Pico Duarte on mule back.

• Obstacle Course / Jungle Training. A 1,400m obstacle course will incorporate physical and mental

challenges. The unique figure eight design will feature 45 obstacles that test strength, balance,

agility, stamina and mental problem solving skills. The course will be ideal for team building,

confidence building, fitness, and creating a wonderful sense of personal satisfaction.

• Riverteering. Guests will be able to climb, scramble, abseil, slide and jump along the river bank’s

riverteering course. They will be equipped with a full set of safety gear and a guide to show the

way.

Cultural and Nature Activities.

• Coffee Production. Guests will be able to learn about the intricate process of coffee growing, from

planting the tree to picking, drying, roasting and packaging, and then take a bag of coffee home

with them.

• Culinary Classes. Culinary classes at ParkVida will introduce guests, both novice and experienced

cooks, to the art of Dominican cuisine. Designed by the resort's culinary team, the program offers

guests a hands-on learning experience in a traditional setting.

• Microbrewery. ParkVida will have its own microbrewery within the resort, where local beers are

produced. Guests will have an opportunity to learn about the process and taste the beer first hand.

• Botanical Tours. Botanical tours of the nearby National Park will be conducted by local guides

who have spent their entire lives there, bringing a wealth of experience and stories, which, in itself,

will add a unique flavor to the experience.

• Spanish Lessons. Weekly Spanish lessons will be held for the guests of ParkVida to learn basic

communication skills in order to interact more easily with the local population and test their new

found skills on the staff.

Community Activities.

• Mountain Bike Training. A training program will be developed to encourage local school children

to try mountain biking. A weekly or monthly program with an aim to try and breed world class

professional riders who can compete on a world stage will be incorporated.

• English Lessons. English lessons will be offered on a weekly basis for the local population.

ParkVida Sustainability Goals

JBP has developed numerous goals to ensure that ParkVida will be as sustainable as possible. These goals

encompass construction, energy generation and distribution, potable water, wastewater treatment, and

waste management of the project. The goals are threefold:

• Environment:

o Materials – minimize the impact of building materials and the generation of waste.

o Biodiversity – no net loss of ecosystem function and biodiversity.

o Water – protect and conserve both natural hydrology and potable water resource.

• Equity:

o Connection to nature – bring nature, recreational and environmental education

opportunities into ParkVida.

o Well being – protect and improve the health and productivity of those who visit and live

there.

• Economic:

o Socioeconomic – support educational opportunity, community development and labor and

regional development.

o Energy – reduce energy consumption and minimize the use of fossil fuels and greenhouse

gas emissions.

o Monitoring – ongoing measurement and monitoring of key sustainability metrics.

ParkVida Development Team

Select International Ltd. /dba Select Contracts

Select Contracts, formed in 1978, has grown into a 50+ person-strong global group that delivers turnkey

and consultancy services to the leisure and entertainment, sport and tourism market sectors. With corporate

offices in Whistler, Dubai, New York and UK, Select Contracts designs, builds and operates destinations all

over the world.

Projects typically include theme parks, water parks, downhill bike parks, family entertainment centers,

hotel developments, resort developments, marinas, shopping malls, winter and summer resorts,

entertainment zones, snow-based projects and sports complexes. Each of these areas require a specialist

knowledge and which require the vision, experience and attention to detail that have enabled these projects

to become an operational and financial success.

Select Contracts is highly experienced and knowledgeable in the leisure resort industry. They have

designed, built and operated leisure resorts in Asia, Middle East, Europe and North America and their

turnkey approach enables them to provide their clients with a total destination solution that is financially,

technically and operationally viable and truly deliverable.

Select Contracts has contracted with JBP to provide the following services for the ParkVida resort as

follows:

• Turnkey Solutions

• Conceptual Design

• Detail Design

• Project Management

• Development Management

• Pre-opening Management

• Operations Contracts

• Project Repositioning

• Client & Investor Representative

Modularis

Modularis is a company based out of Santo Domingo in the Dominican Republic and is the leading design

and development firm for handling projects in the mountains in the country. ParkVida very quickly saw the

experience that Modularis could bring to the project and they were commissioned straight away on a

consultancy basis.

Modularis has contracted with JBP as the architects of record for ParkVida. Modularis is also in the process

of obtaining planning and environmental permissions from the appropriate Dominican regulatory

authorities through title work, commissioning an environmental study and applying for favorable tax

treatment for the ParkVida development.

El Bufete Meija - Ricart & Associates

El Bufete Mejia-Ricart & Associates is JBP’s counsel of record in the Dominican Republic. The firm is also

based in Santo Domingo and is built on the experience of four generations of lawyers, offering expert

service in all of the specialist practice areas. JBP relies on El Bufete Meija-Ricart & Associates for the local

legal knowledge required for developing ParkVida.

Gravity Logic

Gravity Logic has worked with Whistler Blackcomb, operators of the Whistler Mountain Bike Park and is

known worldwide for its expertise in building the world’s number one mountain bike park. Based on that

experience, Gravity Logic has assisted many other businesses in the design and development of park riding

experiences by creating facilities that thrill riders over a wide range of ages, skills, and interests.

Gravity Logic has already been onsite in the Dominican Republic and will be contracted as the development

proceeds to provide ParkVida with activities management in the following categories of services:

• Design and planning, undertaking a thorough ParkVida site analysis.

• Design and development, overseeing bike trail and other activities as per the design plan.

• Mountain safety & risk management.

Architectural Design Agreements with Modularis

On May 19, 2010 JBP entered into an architectural design agreement with Modularis to prepare general

conceptual information, to create a project draft, to generate architectural blueprints, to draft sales materials

and to assist with legal matters over 28 weeks. The total cost for the provision of these services was

$63,000. The agreement was performed in full by year end 2010.

On May 5, 2011 JBP entered into an architectural design agreement with Modularis to provide schematic

design and construction drawings for ParkVida to detail all aspects of the buildings to be constructed that

incorporate floor plans, cross sections and elevations in order to obtain planning permission for the

development. The total cost for the provision of these services is to be $95,400 with payments spread over

several months.

Consultancy Services Agreement with Select Contracts International

On December 7, 2010 JBP entered into a Consultancy Services Agreement with Select Contracts for the

overall concept design, project initiation, project design, market study, brand identity, component matrix,

conceptual master plan, conceptual art work, business plan, ground finishes plan, back of house design,

food and beverage layouts, mood boards, landscaping, trail design, signage design, indicative power

requirements, ID and data plan, AV requirements, RFID plan, detailed design review and progress reports.

The total cost for the provision of these services is $1,162,000. JBP has suspended its agreement with Select

Contracts due to a lack of funding and may seek to renegotiate the terms of said agreement when sufficient

financing is in place.

Consultancy Services Agreements with Modularis

On June 30, 2011 JBP entered into a Consultancy Services Agreement with Modularis to obtain planning

permission for ParkVida from local authorities in the Dominican Republic and to oversee the completion of

an environmental impact study by a third party. The total cost for the provision of these services is $55,836.

On July 28, 2011 JBP entered into a Consultancy Services Agreement with Modularis to complete title

work on the properties that comprise Loma Prieta and to prepare and submit an application for provisional

classification under the Law for Promoting Tourism Development Law 158-01 in order for ParkVida to

benefit from for the incentives available to resort developers in underdeveloped areas of the Dominican

Republic. The total cost of these services is $56,825. The work to obtain classification under the tax

incentive law has been suspended by Modularis pending final changes to the JBP business plan and will be

resumed once pending changes are finalized.

Consulting Services Agreement with Isaac Castañeda

On November 29, 2011 the Company entered into a Consulting Services Agreement with Issac Castañeda

for him to review and evaluate the market studies, business plans, and all material to date prepared for JBP

by Growthink and Select Contracts, to assess whether critical information had been produced that would

allow the management team to adequately pursue a capital raising process with sophisticated investors for

ParkVida. For that purpose, Mr. Castaňeda was to complement the information gathered thus far with

additional critical material that would be gathered from discussions with management, certain Company

stakeholders, certain key opinion leaders in the gravity-fed mountain biking field, and Dominican tourism

authorities, operators, and sports associations. The total cost of these services is $15,000.

Mountain Biking Industry

Mountain biking is a new and growing sport with a commercial history that dates back a little over three

decades. Changes in bicycle technology in the nineties combined with a wave of innovative young riders

resulted in the birth of a breed of cyclist that favors the exciting experience of riding mountain bikes

downhill on varied and challenging terrain. Since those recent beginnings, downhill mountain biking has

become popular all over the world. The sport is now supported by strong competition in the market for

bikes and equipment, a high profile international race series and a strong network of riders across the planet.

Typically, mountain bikers are also dedicated conservationists who volunteer their time, labor and money

to protect the natural and cultural resources where they ride. Scientific research has shown mountain biking

to be a low impact environmentally sustainable activity with no more impact on natural resources than

hiking, and far less than many other recreational activities.

Mountain Biking in the Dominican Republic

Reports of mountain biking taking place in the Dominican Republic go as far back as the early 1990’s and it

is likely that the sport was present even before then. The country contains the highest peak in the Caribbean,

Pico Duarte (3,087m) and a number of other mountains within the Cordillera Central mountain range.

Nonetheless, there are few reports of purpose-built mountain bike trails, with the exception of the 12km

long track that was created in Jarabacoa for the 2003 Pan American Games. The track was built (in part

using existing trails) for the purposes of cross-country mountain bike racing and exists to the present day

with no promotion. Little or no regulation of trails and no clear legal policy on public rights of way, even in

National Parks, mean trail networks are subject to frequent disruption and change. The prospect of

changing conditions often acts as a barrier to entry for many and effectively hinders the growth of the sport.

Iguana Mama is the only notable tour operator in the country offering regular mountain biking trips for

tourists. The operation currently has 30 bikes and employs three full-time guides with three part-time staff.

They offer a range of six different tours across a range of lengths and difficulties for under $100 per day,

including bike and equipment.

Evidence exists of a strong latent domestic demand for a dedicated mountain biking facility in the

Dominican Republic as there are a number of existing mountain bike clubs in the country. The

communication and organization of these clubs is generally linked to a cycle retail store and they are

generally found in one of the larger urban areas, particularly Santo Domingo and Santiago. The Dominican

Republic also has a UCI-affiliated national federation for cycling, the “Federacion Dominicana De

Ciclismo” which is based at the velodrome in Santo Domingo.

Downhill Bike Market Characteristics

Mountain biking market is generally segmented into the following five groups.

Downhillers & Freeriders: young, predominantly male cyclists who have a passion for riding steep,

technical downhill terrain at high speed more than once per month. They are willing to travel long distances

and spend large proportions of their disposable income on participation in the sport, often staying

overnight. They require challenging and constantly evolving terrain to keep them interested and are drawn

to competitive events.

Enthusiasts: competent bike handlers who go mountain biking an average of once per month but who are

not particularly fit and do not plan their own routes. They are willing to travel long distances and spend

large proportions of their disposable income on participation in the sport, often staying overnight at

weekends. They are influenced by the latest trends and technologies and are likely to be willing to pay for

the benefits of skills training. They ride uphill so they can enjoy the downhill.

Sport Riders: physically fit, able riders who are frequently involved in off-road racing. They seek

challenging uphill and downhill terrain. Often members of clubs, they may also have an interest in road

cycling and will attend events which test physical endurance and speed. Sport riders may show an interest in

skills training, particularly regarding technical descents.

Trail Riders: skilled outdoor enthusiasts with a strong interest in adventure who often participate in other

outdoor activities, such as hiking or kayaking. The aesthetic of the mountain biking experience is more

important to these people than the technical challenge. They are often members of rights of way or

mountain biking pressure groups. Trail riders may show an interest in skills training, particularly regarding

technical descents.

Leisure/Families: the leisure and family market is large but generally unaware of the technical skill required

to participate in high-level mountain biking. They benefit from non-technical trails with a consistent surface

and gentle gradient.

Hotel Market

The Dominican Republic has an estimated 70,000 hotel rooms. Approximately 60% of the hotels in the

country are rated at the three-star level, with just 26% classified as four-star. Only 2-3% of the hotels in the

country are rated as five-star. The remainder are unclassified, 2-star or below.

Hotels in the Dominican Republic are mainly found in a small number of coastal towns and cities. The

focus of the majority of the existing product is beach tourism. Santiago and Santo Domingo are the only

non-beach oriented destinations.

Accommodations in the immediate vicinity of Loma Prieta are non-existent. However, there are two

principal destinations within the Cordillera Central mountain range that offer accommodations in the

region:

• Constanza is a town in the La Vega province of the Dominican Republic that is home to

approximately 42,000 people. The town is at an elevation of 1,164m and the local industry is

predominantly agriculture. Constanza is a known start point for hiking trips to the summit of Pico

Duarte and a base for other activities, including mountain biking, rock climbing and horse riding.

Constanza has three hotels with another in a neighboring village that offer accommodations at no

greater than a three-star classification.

• Jarabacoa is also found in the La Vega province and is home to an estimated 57,000 people. At an

elevation of 529m, the area’s prevalent source of income is agriculture. The town hosts four

accommodation providers, of which the highest classified is three-star hotel. Jarabacoa is well

known as a destination for adventure tourism. Activities available include hiking, rock climbing,

mountain biking, rafting, kayaking and horse riding.

Competition

The Company’s evaluation to date of the competitiveness of the ParkVida project is based on a site visit,

interviews with local professionals, and detailed research. The concept behind ParkVida is unique and

therefore there are no direct competitors in the Dominican Republic or elsewhere to the essence of the

project. However, there are a number of hotels and resorts both in the Dominican Republic and globally

which serve as good benchmarks for particular aspects of the ParkVida concept. Our competition is

presented here according to four important characteristics of the project.

Eco-Tourism in the Caribbean

Strawberry Fields Together, Jamaica. This development, within a tropical nature reserve on the Jamaican

coast, provides a range of cottages in an eco-lodge setting, including standard and ‘deluxe’ options. Meal

plans are available for guests with a range of options, all using local ingredients and a mixture of traditional

and modern recipes. There is even a special option available to be served dinner alone on a secluded beach.

There is an in-house adventure tour operator that provides a range of activities that take place during the day

such as ATV driving, fishing and coffee plantation tours.

Villa Pajon, Valle Nuevo, Dominican Republic. This sustainable tourism development provides a range of

lodges for different group sizes in the Valle Nuevo area near Constanza. Situated in the Cordillera Central

mountain range, the area is popular with hikers, naturalists and equestrian enthusiasts. Accommodation is

basic self-catering, with no electricity, and is aimed at those wishing to connect with nature.

Five-Star Luxury in/near the Dominican Republic

Tortuga Bay, Punta Cana, Dominican Republic. This five-star resort was awarded the AAA Five Diamond

Award for outstanding levels of service. Guests are collected before reaching customs and provided with a

fast-track service through the airport before being driven to the resort by private car. The designer villas are

lavishly furnished and each is provided with their own electric golf buggy in order to travel around the

resort. There is a golf course and spa on site, along with swimming pools and a range of activities.

The Horned Dorset Primavera Hotel, Rincon, Puerto Rico. The Horned Dorset provides a number of

colonial style villas on the Puerto Rican coast with full hotel service and facilities. The hotel is a renowned

five-star facility and is noted for its consistently high occupancy levels and regularly returning client base.

There are dining options available both in the restaurants on site and in-room. A golf course and casino can

be found nearby and there is access to the beach. A range of water sports is available and horseback riding

on the beach is popular.

Off-Grid Sustainable Construction

Bay of Fires Lodge, Tasmania, Australia. This truly ecologically sensitive development offers discounted

pricing for those that choose to walk to the lodge rather than take a vehicle. Power for lighting and heating

is provided by photo voltaic cells on the roof and all of the materials for the construction were lifted in by

helicopter or carried by hand to minimize disturbance to the local environment. There is a strict waste

management system in place to ensure that everything that can be recycled is recycled and where possible

the use of resources is done so sparingly in the first place. The lodge provides a base for the exploration of

the surrounding area.

World-Renowned Mountain Biking

Whistler Bike Park, British Columbia, Canada. The Whistler Bike Park opened in 1998 with two main

factors driving the idea:

• pressure from mountain bikers in the area who saw an opportunity to use the ski lifts in the summer

months to increase the amount of time they spent riding downhill, and

• a desire on the part of the ski resort operator Whistler Blackcomb to fill the otherwise

non-profitable summer months.

Since opening, the Whistler Bike Park has become the best-known and most successful bike park in the

world. Open from mid-May to mid-October during which time it welcomes more than 80,000 visitors onto

its lifts. Based on no prior model, the Whistler Bike Park uses the vertically integrated approach taken from

its winter operation. The company operates lifts, rental businesses, food and beverage outlets, a bike school

and a number of franchises and retail outlets. Users of the Whistler Bike Park must have an appropriate

bike, protective gear and have signed a waiver before being permitted into the park. Barcode-scanning

validation is used by staff at the base of the lifts to check the pass of each individual. During full opening,

the user has access to approximately 50 mountain bike trails graded from green to double black and three

lifts.

The Whistler Bike Park bike school provides instruction and guiding services to all levels of rider visiting

the park. Participants can choose between public group lessons or hiring a private instructor for a group of

their choosing. Beginners are shown the basic techniques and given a safety briefing before being

introduced to the trail network, starting with the easiest trails. Higher-level riders can choose to work on

specific skills or simply be guided through new terrain. Package deals are available on lesson, lift tickets

and equipment rental.

Portes du Soleil, Haute - Savoie, France. The Portes du Soleil network is a total of 12 interconnected resorts

that operate primarily as a ski and snowboard area of the French Alps in winter. In summer, the region

opens a limited number of lifts to allow access by bike to trails that span an area that crosses the border into

Switzerland. Mountain bike trails in the region grew organically, often created by the users themselves.

Initially, the only professionally constructed trails were created to attract major international competitions

(Mountain Bike World Championships, 2004) but increasingly the resorts themselves have begun to fund

the building of new trails.

Unlike the Whistler Bike Park, ownership of business operations in the region is fragmented. A range of

companies exists to manage retail, accommodation providers, lift operations and food/beverage outlets

among other businesses in the area. The Portes du Soleil, particularly Morzine and Les Gets, attract a large

number of summer visitors each year (official estimates are in the region of 150,000.)

Competitive Analysis

We believe that the ParkVida project has the following strengths:

• ParkVida is a unique concept that is not easily copied given the requirement of suitable land

ownership which should serve as a barrier to entry for competitors.

• Location, natural beauty, favorable topography, agreeable climate.

• Local tax incentives.

• Local community and political support.

• Established demand.

We believe that the ParkVida project has the following weaknesses:

• Existing road access to the site is merely acceptable and will require development.

• Poor quality of existing tourism products in the immediately surrounding area.

• General association of the Dominican Republic with three star all-inclusive beach holidays only.

We believe that the ParkVida project offers the following opportunities which may give it an advantage

over existing competitors:

• A high level of service in a country where currently only a small percentage of five-star level

facilities exist.

• A range of different activities on the same site:

o Downhill mountain biking

o Cross country mountain biking

o Zip lining

o Hiking

o Spa services

o Fishing

o Coffee tours

ParkVida will be like no other resort found in the Dominican Republic or the Caribbean with competitive

advantages that will distinguish it from other resorts as offering something unique, whilst being both

attractive and accessible to a broad market of enthusiasts.

Marketability

The Dominican Republic service sector provides 67.5% of the country’s GDP; tourism is a large

contributor to this sector. The sector is not without government-provided economic incentives for the

creation of new business and growth including tax relief to service sector business developers. On October

9, 2001, Law 158-01 was issued to promote tourist development in areas with limited resources and in new

areas with potential for tourist related activities. The legislation also created an official fund for the

promotion of tourism.

In 2010 there were 3,189,306 foreign visitors to the Dominican Republic. Of these, 2,910,280 stated their

reason for entering the country to be recreation. Approximately 53% were female, 47% male. Half of the

tourists were under the age of 35. The principal foreign originations for such tourists were North America

and Europe at over 55% and 30%, respectively.

The target audience for ParkVida will be relatively varied given the variety of attractions and leisure

components intended to be available. JBP anticipates a large element of ‘crossovers’ from one target

audience to another, each with their own particular buying and spending patterns. The core target audience

is expected to be the mountain biking fraternity, which includes downhillers and free riders, enthusiasts,

sport riders, trail riders, leisure/family riders and specialist groups. ParkVida will also offer facilities and

services to an audience seeking value for money, as well as an eco adventure.

The market for JBP’s audience is anticipated to range from international to local. Predominantly, JBP

expects the international traveler to be from North America but it is also expected that, as the ParkVida

experience is recognized, that there will be no limitations as to where the mountain biker will travel from, as

it will be designed as a destination for bikers to learn and play in a warm climate year round. JBP’s target

audience is also expected to be wide reaching and will not necessarily include those who want to mountain

bike, or even know how to mountain bike. ParkVida intends to cater to the needs and requirements of the

local Dominican market as well, so day visits or longer stays are likely from nearby cities, especially during

the weekends.

Cyclical Nature of the Business

The busiest tourist season in the Dominican Republic is winter, beginning in mid-December and lasting

until the end of April. This season is historically drier than the rest of the year, with less chance of tropical

storms and high winds. A second peak occurs in the typical summer holiday months from June to

mid-September. The quietest months are May, October and November.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements and Labor Contracts

The Company holds no patents, trademarks, licenses, franchises, concessions, royalty agreement or labor

contracts.

Governmental and Environmental Regulation

The Company’s operations are subject to a variety of national, federal, provincial and local laws, rules and

regulations relating to, among other things, worker safety and the use, storage, discharge and disposal of

environmentally sensitive materials. The Company believes that it is in compliance in all material respects

with all laws, rules, regulations and requirements that affect its business. Further, the Company believes

that compliance with such laws, rules, regulations and requirements do not impose a material impediment

on its ability to conduct business.

Dominican Republic Tourism Incentive Law. The “Law for Promoting Tourism Development,” 158-01,

was established to regulate scarcely developed Dominican Republic’s tourist destinations and new

destinations in provinces and locations having great potential. The Cordillera Central mountain range is one

such area. Under the regulation, projects requiring significant tourist infrastructures must submit an

environmental impact study. Accordingly, the ParkVida requires such a study, which will evaluate the

project, the infrastructures required, the impact zone and the sensitivity of the area to be developed. JBP has

initiated an environmental impact study and engaged Modularis to ensure ParkVida’s eligibility for the

benefits to resort developers that come with 158-01.

Climate Change Legislation and Greenhouse Gas Regulation. Most studies over the past couple decades

have indicated that emissions of certain gases contribute to warming of the Earth’s atmosphere. In response

to these studies, many nations agreed to limit emissions of “greenhouse gases” pursuant to the United

Nations Framework Convention on Climate Change, and the “Kyoto Protocol” to which the Dominican

Republic is a signatory. Greenhouse gas legislation in the Dominican Republic could have a material

adverse effect on our business, financial condition, and results of operations.

Employees

The Company has four employees, including Ruairidh Campbell, our sole officer and director, two

individuals in the Dominican Republic responsible for maintaining the property and one individual in

Canada who serves as the president of JBP. Otherwise, the Company looks to Mr. Campbell for his

entrepreneurial skills and talents. Management also uses consultants, attorneys and accountants as

necessary.

Research and Development

During the years ended December 31, 2011 and 2010, the Company spent no amounts on research and

development activities.

Reports to Security Holders

The Company’s annual report contains audited financial statements. We are not required to deliver an

annual report to security holders and will not automatically deliver a copy of the annual report to our

security holders unless a request is made for such delivery. We file all of our required reports and other

information with the Securities and Exchange Commission (the “Commission”). The public may read and

copy any materials that are filed by the Company with the Commission at the Commission’s Public

Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the

operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The statements

and forms filed by us with the Commission have also been filed electronically and are available for viewing

or copy on the Commission maintained Internet site that contains reports, proxy and information

statements, and other information regarding issuers that file electronically with the Commission. The

Internet address for this site can be found at http://www.sec.gov.

ITEM 1A.

RISK FACTORS

Our operations and securities are subject to a number of risks. Below we have identified and discussed the

material risks that we are likely to face. Should any of the following risks occur, they will adversely affect

our operations, business, financial condition and/or operating results as well as the future trading price

and/or the value of our securities.

Risks Related to the Company’s Business

We have a history of significant operating losses and such losses may continue in the future.

Since our inception in 2008, our expenses have substantially exceeded our income, resulting in continuing

losses and an accumulated deficit of $773,316 at December 31, 2011. The Company has never realized

revenue from operations. Our only expectation of future profitability is dependent on the successful

development of ParkVida as a resort, which success is in no way assured.

The Company’s limited financial resources cast severe doubt on our ability to develop ParkVida .

The Company’s future operation is dependent upon the successful development of ParkVida. We found it

impossible to realize the financing needed for our share exchange agreement with PWS and may encounter

the same difficulty in realizing the requisite funding to see the development of ParkVida through to

completion. The Company’s inability to finance its operations sufficiently may prevent it from developing

ParkVida. Should the Company be unable to develop ParkVida, it will, in all likelihood, be forced to cease

operations.

We are dependent upon key personnel who would be difficult to replace.

Our continued operation will be largely dependent on the efforts of Ruairidh Campbell, our sole officer and

director, and Mason Blackmore, JBP’s president. We do not maintain key-person insurance on Mr.

Campbell or Mr. Blackmore. Our future success also will depend in large part on our ability to identify,

attract and retain other highly qualified managerial, technical and sales and marketing personnel.

Competition for these individuals is intense. The loss of the services of either Mr. Campbell or Mr.

Blackmore or our inability to identify, attract or retain qualified personnel in the future, or delays in hiring

qualified personnel, could make it more difficult for us to maintain our operations and meet objectives.

We require near term financing to satisfy working capital requirements.

We require near term financing through equity offerings or debt placements to meet current working capital

requirements. Despite the immediacy of necessary financing, the Company has no commitment to raise

any of the requisite capital, without which it will not be able to meet its financial obligations.

Unpredictability of future revenues and potential fluctuations in our operating results.

Since we have no history of generating revenues in the hospitality industry or at all, we are unable to

provide accurate forecasts of anticipated revenues. Although we expect to rely on the expertise of

consultants experienced in the field to indicate performance going forward, our current and future expense

levels are based largely on our own estimates. Further, our future commitments may make it prohibitive to

adjust spending to compensate for unexpected revenue shortfalls or delay. Accordingly, any significant

shortfall or delay in realizing revenue in relation to our planned expenditures would have an immediate

adverse affect on our business, financial condition, and results of operations.

The results of our operations depend on the efforts of third parties.

Almost all of our operations depend on the efforts of third parties including Modularis and Select Contracts.

Despite being experts in their respective fields, our dependence on third parties to initiate, determine and

conduct operations could impede our prospects for success.

Our ability to begin construction on ParkVida will depend upon the receipt of governmental approvals.

JBP is currently coordinating efforts to obtain government approvals for ParkVida from the Dominican

Republic. Approval will require JBP to provide the government with a comprehensive plan detailing the

development of ParkVida as well as an environmental impact statement for the project. A lengthy

application process or a rejection of JBP’s application may cause us to abandon our plan to develop

ParkVida or alternatively to change our businesses development objectives in the Dominican Republic.

Developing and operating destination resorts like ParkVida are inherently risky.

We will be exposed to potential setbacks during the development of ParkVida. Destination resorts require a

lengthy development period, necessitate complicated space planning and design, are highly capital

intensive and face high market expectations in terms of the physical product offering. Setbacks related to

any of these factors could negatively affect costs and influence future investment returns.

Additionally, a new set of risks will arise in the event we complete the resort. At that time volatility in our

net operating income will be our greatest risk. Fluctuations in the operating performance of ParkVida could

negatively impact the net operating income available to us which in turn could affect our ability to service

any future mortgage or senior debt, potentially forcing us into liquidation.

Risks Related to the Company’s Stock

The market for our common stock is limited and our stock price may be volatile.

The market for our common stock is limited due to low trading volume and the small number of brokerage

firms acting as market makers. Due to these market limitations and frequent volatility in the market price of

our stock, our stockholder may face difficulties in selling shares. The average daily trading volume for our

stock has varied significantly from week to week and from month to month, and the trading volume often

varies widely from day to day.

If the market price for our common stock declines, stockholders or others may be encouraged to engage

in short selling, depressing the market price.

The significant downward pressure on the price of the common stock as stockholders or others sell material

amounts of common stock could encourage short sales. Short selling is the selling of a security that the

seller does not own, or any sale that is completed by the delivery of a security borrowed by the seller. Short

sellers assume that they will be able to buy the stock at a lower amount than the price at which they sold it

short. Significant short selling of a company’s stock creates an incentive for market participants to reduce

the value of that company’s common stock. If a significant market for short selling our common stock

develops, the market price of our common stock could be significantly depressed.

We incur significant expenses as a result of the Sarbanes-Oxley Act of 2002, which expenses may

continue to negatively impact our financial performance.

We incur significant legal, accounting and other expenses as a result of the Sarbanes-Oxley Act of 2002, as

well as related rules implemented by the Commission, which control the corporate governance practices of

public companies. Compliance with these laws, rules and regulations, including compliance with Section

404 of the Sarbanes-Oxley Act of 2002, has substantially increased our expenses, including legal and

accounting costs, and made some activities more time-consuming and costly.

Our common stock is currently deemed to be “penny stock”, which makes it more difficult for

stockholders to sell their shares.

Our common stock is and will be subject to the “penny stock” rules adopted under section 15(g) of the

Exchange Act. The penny stock rules apply to companies whose common stock is not listed on the

NASDAQ Stock Market or other national securities exchange and trades at less than $5.00 per share or that

have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or

more years). These rules require, among other things, that brokers who trade penny stock to persons other

than “established customers” complete certain documentation, make suitability inquiries of stockholders

and provide stockholders with certain information concerning trading in the security, including a risk

disclosure document and quote information under certain circumstances. Many brokers have decided not to

trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of

broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the

penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our

securities. If our securities are subject to the penny stock rules, stockholders will find it more difficult to

dispose of our securities.

Our internal controls over financial reporting are not considered effective which conclusion may result

in a loss of investor confidence in our reports and in turn have an adverse effect on our stock price.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 we are required to furnish a report by our

management on our internal controls over financial reporting. Such report must contain, among other

matters, an assessment of the effectiveness of our internal controls over financial reporting as of the end of

the year, including a statement as to whether or not our internal controls over financial reporting are

effective. This assessment must include disclosure of any material weaknesses in our internal controls over

financial reporting identified by management. Since we are unable to assert that our internal controls are

effective, our investors may lose confidence in the accuracy and completeness of our financial reports,

which in turn could cause our stock price to decline.

The elimination of monetary liability against our directors, officers and employees under Nevada law

and the existence of indemnification rights for our directors, officers and employees may result in

substantial expenditures by us and may discourage lawsuits against our directors, officers and

employees.

Our articles of incorporation contain a specific provision that eliminates the liability of directors for

monetary damages to us and our stockholders; further, we are prepared to give such indemnification to our

directors and officers to the extent provided by Nevada law. The foregoing indemnification obligations

could result in us incurring substantial expenditures to cover the cost of settlement or damage awards

against directors and officers, which we may be unable to recoup. These provisions and resultant costs may

also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary

duties and may similarly discourage the filing of derivative litigation by our stockholders against the

Company’s directors and officers even though such actions, if successful, might otherwise benefit us and

our stockholders.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.

PROPERTIES

Offices

The Company maintains its offices at 1403 East 900 South, Salt Lake City, Utah, 84105. We pay no rent for

the use of this office. The Company does not believe that it will need to maintain a larger office at any time

in the foreseeable future in order to carry out its operations.

JBP maintains an office in Santo Domingo, Dominican Republic for which it pays no rent. JBP does not

believe that it will need to maintain additional office space at any time in the foreseeable future in order to

carry out the plan of operation described herein.

ParkVida

JBP has purchased approximately 700 acres located at the top of the Cordillera Central mountain range in

the Dominican Republic during 2008. The property is in the province of Santiago and borders the Armando

Bermudez National Park. JBP intends to develop the property to offer 199 rooms adjacent to an existing

village, Loma Prieta. Nine small homes, a school building and a market comprise the village, all of which

were purchased by JBP in 2010.

Road access to the site is available from Santiago, a journey of approximately two hours. The road is a mix

of asphalt and hard-packed earth and follows a route through a number of small villages, coffee and fruit

plantations. The current road from the base of the valley across a bridge over the river Bao to Loma Prieta is

a poor quality track with occasional steep sections and is currently passable only with an appropriate all

terrain vehicle. Helicopter access to the site is possible, with a suitable open landing area next to the existing

school building. Domestic travel and airport transfers for guests choosing to travel by air will also be

provided.

The proposed central area of development lies on a mountain ridge at an elevation of approximately 1,300m

that rises steadily to the highest point of the site at approximately 1,670m in the southeast. The steeply sided

ridge drops more than 700m vertically to the base of the valley and the river Bao below and to the west. The

majority of the site provides a southwest aspect that is sunlit for the entire day. Northwest of the site, further

downstream along the river Bao, is the future site of a large hydroelectric dam due to be completed by a

Brazilian developer in 2016. The dam will produce a lake in the base of the valley that will have a water

level expected to be at an elevation of around 860m. The project will flood a small part of the property and

provide bordering access to a new lake.

ITEM 3.

LEGAL PROCEEDINGS

The Company is currently not a party to any legal proceedings.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.

MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS,

AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company's common stock is quoted on the Over the Counter Bulletin Board, a service maintained by

the Financial Industry Regulatory Authority under the symbol, “PRKV”. Trading in the common stock in

the over-the-counter market has been limited and sporadic and the quotations set forth below are not

necessarily indicative of actual market conditions. Further, these prices reflect inter-dealer prices without

retail mark-up, mark-down, or commission, and may not necessarily reflect actual transactions. The

following table sets forth for the periods indicated the high and low bid prices for the common stock as

reported each quarterly period within the last two fiscal years.

Year

Quarter Ended

High

Low

2011

December 31

$0.08

$0.01

September 30

$0.07

$0.05

June 30

$0.15

$0.05

March 31

$0.10

$0.05

2010

December 31

$0.08

$0.05

September 30

$0.08

$0.05

June 30

$0.09

$0.03

March 31

$0.05

$0.02

Capital Stock

The following is a summary of the material terms of the Company’s capital stock. This summary is subject

to and qualified by our articles of incorporation and bylaws.

Common Stock

As of May 16, 2012 there were 86 shareholders of record holding a total of 40,487,175 shares of fully paid

and non-assessable common stock of the 250,000,000 shares of common stock, par value $0.001,

authorized. The board of directors believes that the number of beneficial owners is substantially greater

than the number of record holders because a portion of our outstanding common stock is held in broker

“street names” for the benefit of individual investors. The holders of the common stock are entitled to one

vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common

stock have no preemptive rights and no right to convert their common stock into any other securities. There

are no redemption or sinking fund provisions applicable to the common stock.

Preferred Stock

As of May 16, 2012 there were no shareholders of record of the 5,000,000 shares of preferred stock, par

value $0.001, authorized.

Warrants

As of May 16, 2012 the Company had the following warrants to purchase shares of our common stock

• 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, 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.

Stock Options

As of May 16, 2012 the Company had no outstanding stock options to purchase shares of our common

stock.

Convertible Securities

As of May 16, 2012 the Company had the following convertible securities

• $60,000 Canadian dollars due on October 12, 2013, accruing 8% interest to be paid annually, of

which amount principal and interest are convertible into shares of the Company’s common stock at

$0.07 per share at the option of holder or borrower based on certain criteria.

• $30,000 due on January 19, 2014, accruing 8% interest to be paid annually, of which amount

principal and interest are convertible into shares of the Company’s common stock at $0.07 per

share at the option of holder or borrower based on certain criteria.

• $40,000 due on March 28, 2014, accruing 8% interest to be paid annually, of which amount

principal and interest are convertible into shares of the Company’s common stock at $0.07 per

share at the option of holder or borrower based on certain criteria.

• $50,000 due on March 28, 2014, accruing 8% interest to be paid annually, of which amount

principal and interest are convertible into shares of the Company’s common stock at $0.07 per

share at the option of holder or borrower based on certain criteria.

Securities Authorized for Issuance Under Equity Compensation Plans

The Company has not authorized any securities for issuance under any equity compensation plan.

Purchases of Equity Securities made by the Issuer and Affiliated Purchasers

The Company has not repurchased any shares of its common stock during the year ended December 31,

2011 or since that date through May 16, 2012.

Recent Sales of Unregistered Securities

On October 12, 2011 the Company authorized the issuance of a convertible promissory note to the Estate of

Arnie Olafson in the amount of $60,000 Canadian dollars for cash consideration in reliance upon the

exemptions from registration provided by Section 4(2) and Regulation S of the Securities Act of 1933, as

amended (“Securities Act”). The convertible note is due on October 12, 2013, bears interest of 8% per

annum and is convertible into shares of the Company’s common stock at $0.07 at the direction of the holder

or borrower based on certain criteria.

The Company complied with the exemption requirements of Section 4(2) of the Securities Act based on the

following factors: (1) the issuance was an isolated private transactions by the Company which did not

involve a public offering; (2) the offeree had access to the kind of information which registration would

disclose; and (3) the offeree is financially sophisticated.

The Company complied with the exemption requirements of Regulation S by having directed no offering

efforts in the United States, by offering common shares only to an offeree who was outside the United

States at the time of the offering, and ensuring that the offeree to whom the convertible promissory note was

offered and authorized was a non-U.S. offeree with an address in a foreign country.

On January 20, 2012 the Company authorized the issuance of a convertible promissory note to Raymond

Olson in the amount of $30,000 for cash consideration in reliance upon the exemptions from registration

provided by Section 4(2) and Regulation S of the Securities Act of 1933, as amended (“Securities Act”).

The convertible note is due on January 19, 2014, bears interest of 8% per annum and is convertible into

shares of the Company’s common stock at $0.07 at the direction of the holder or borrower based on certain

criteria.

The Company complied with the exemption requirements of Section 4(2) of the Securities Act based on the

following factors: (1) the issuance was an isolated private transactions by the Company which did not

involve a public offering; (2) the offeree had access to the kind of information which registration would

disclose; and (3) the offeree is financially sophisticated.

The Company complied with the exemption requirements of Regulation S by having directed no offering

efforts in the United States, by offering common shares only to an offeree who was outside the United

States at the time of the offering, and ensuring that the offeree to whom the convertible promissory note was

offered and authorized was a non-U.S. offeree with an address in a foreign country.

On March 30, 2012 the Company authorized the issuance of a convertible promissory note to Jay

Blackmore in the amount of $40,000 for cash consideration in reliance upon the exemptions from

registration provided by Section 4(2) and Regulation S of the Securities Act of 1933, as amended

(“Securities Act”). The convertible note is due on March 28, 2014, bears interest of 8% per annum and is

convertible into shares of the Company’s common stock at $0.07 at the direction of the holder or borrower

based on certain criteria.

The Company complied with the exemption requirements of Section 4(2) of the Securities Act based on the

following factors: (1) the issuance was an isolated private transactions by the Company which did not

involve a public offering; (2) the offeree had access to the kind of information which registration would

disclose; and (3) the offeree is financially sophisticated.

The Company complied with the exemption requirements of Regulation S by having directed no offering

efforts in the United States, by offering common shares only to an offeree who was outside the United

States at the time of the offering, and ensuring that the offeree to whom the convertible promissory note was

offered and authorized was a non-U.S. offeree with an address in a foreign country.

On March 30, 2012 the Company authorized the issuance of a convertible promissory note to Jim Rogers in

the amount of $50,000 for cash consideration in reliance upon the exemptions from registration provided by

Section 4(2) and Regulation S of the Securities Act of 1933, as amended (“Securities Act”). The convertible

note is due on March 28, 2014, bears interest of 8% per annum and is convertible into shares of the

Company’s common stock at $0.07 at the direction of the holder or borrower based on certain criteria.

The Company complied with the exemption requirements of Section 4(2) of the Securities Act based on the

following factors: (1) the issuance was an isolated private transactions by the Company which did not

involve a public offering; (2) the offeree had access to the kind of information which registration would

disclose; and (3) the offeree is financially sophisticated.

The Company complied with the exemption requirements of Regulation S by having directed no offering

efforts in the United States, by offering common shares only to an offeree who was outside the United

States at the time of the offering, and ensuring that the offeree to whom the convertible promissory note was

offered and authorized was a non-U.S. offeree with an address in a foreign country.

Trading Information

The Company’s common stock is currently approved for quotation under the symbol “PRKV”. The

information for our transfer agent is as follows:

Interwest Transfer Company

1981 E. Murray-Holladay Road

Holladay, Utah 84117–5164

(801) 272-9294.

Section 15(g) of the Securities Exchange Act of 1934

Our Company’s shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended

that imposes additional sales practice requirements on broker/dealers who sell such securities to persons

other than established customers and accredited investors (generally institutions with assets in excess of

$5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or

$300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a

special suitability determination for the purchase and have received the purchaser’s written agreement to

the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our

securities and also may affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny

securities. These rules require a one page summary of certain essential items. The items include the risk of

investing in penny stocks in both public offerings and secondary marketing; terms important to an

understanding of the function of the penny stock market, such as “bid” and “offer” quotes, a dealers

“spread” and broker/dealer compensation; the broker/dealers duties to its customers, including the

disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes

of fraud in penny stock transactions; and, the NASD’s toll free telephone number and the central number of

the North American Administrators Association, for information on the disciplinary history of

broker/dealers and their associated persons.

The application of the penny stock rules may affect your ability to resell your shares.

ITEM 6.

SELECTED FINANCIAL DATA

Not required.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other

parts of this annual report contain forward-looking statements that involve risks and uncertainties.

Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,”

“plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future

performance and our actual results may differ significantly from the results discussed in the

forward-looking statements. Factors that might cause such differences include but are not limited to those

discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future

Results and Financial Condition below. The following discussion should be read in conjunction with our

financial statements and notes thereto included in this report. Our fiscal year end is December 31.

Plan of Operation

The Company’s plan of operation over the next twelve months is to finalize plans for the phased

development of a destination resort in the Dominican Republic to be known as “ParkVida”.

The development of ParkVida is to be split into two phases in order to grow the project in an economically

sustainable fashion. During Phase 1 we expect to construct 39 accommodation units and offer a host of

activities (many developed to a smaller scale than in the final plan). During Phase 2 we expect to construct

another 160 accommodation units and offer additional activities.

Phase I development will require $5.8 million in new financing for which management is yet to procure any

commitment. Subject to realizing funding, we expect to start construction in early 2012 with a planned

opening before the end of that year. The financing of Phase 1 is expected to come from a combination of

debt and equity financings.

Phase II development will require an additional $43.5 million in new financing for which management is

yet to procure any commitment. Subject to realizing funding before the end of 2013, we expect to start

construction on the final phase of the development in early 2014 with a grand opening planned for the end

of 2014. The financing of Phase II is expected to be in the form of a traditional construction loan. Following

the completion of construction we expect to secure long-term financing to retire the construction loan.

Funds for financing both Phase I and Phase II are not currently available or committed. We can offer no

assurance that sufficient funding will be available within the next twelve months or ever to implement our

plan of operation.

Development Activities

During the year ended December 31, 2011, the Company was involved in the following:

• JBP oversaw Select Contracts’ completion of ParkVida’s concept design work which included the

project’s initiation, a market study, ParkVida brand identity, concept artwork, timelines, a business

plan, trail design overview, and a final presentation.

• JBP worked with Select Contracts to prepare a phased development plan for ParkVida.

• JBP worked with Select Contracts in completing marketing preparations for the Kokanee

Crankworx mountain biking festival, a 10-day event between July 15 and 24, 2011 that brought the

world’s best mountain bike athletes to Whistler, British Columbia.

• JBP engaged Modularis to provide schematic design and construction drawings for ParkVida.

• JBP engaged Modularis to oversee the preparation of an environmental impact study for submittal

to the appropriate authorities in the Dominican Republic and to obtain local permission for

development plans for ParkVida.

• JBP engaged Modularis to transfer title to JBP for properties purchased in Loma Prieta and to apply

for eligibility tax incentives under the Law for Promoting Tourism Development, 158-01.

• JBP engaged Isaac Casteňada to review the business plan for ParkVida.

During the year ended December 31, 2010, the Company was involved in the following:

• JBP engaged Modularis, a consulting firm based in the Dominican Republic, to provide the general

conceptual work, a project draft, architectural blueprints, sales material and legal work. All such

work was completed during the period.

• JBP engaged Gravity Logic to initiate trail development on the property.

• JBP purchased houses and land in the town of Loma Prieta which settlement is contiguous with the

property already owned by JBP and designated for ParkVida.

• JBP engaged Select Contracts, an international consulting firm, to expand on detailed design work,

enlarge its business plan for ParkVida and coordinate development efforts.

Results of Operations

Net Losses

For the period from inception (January 1, 2008) to December 31, 2011 we recorded a net loss of $773,316

due primarily to costs associated with general and administrative expenses. General and administrative

costs include accounting costs, consulting fees, professional fees, title costs, project development expenses,

due diligence costs and office operation costs.

Net losses for the twelve month period ended December 31, 2011 were $288,808 as compared to $244,892

for the twelve month period ended December 31, 2010. The increase in the Company’s net losses over the

comparative twelve month periods can be attributed to an increase in general and administrative costs in the

current annual period due primarily to project development expenses in the Dominican Republic, costs

associated with our former office in Whistler, British Columbia and interest expenses.

The Company has not generated revenue to date and expects to continue to incur losses until the completion

of the first phase of the ParkVida resort at which time net revenue is expected to cover operational costs.

Capital Expenditures

The Company has expended $814,473, less accumulated depreciation of $42,215, on capital expenditures

for the period from inception to December 31, 2011 in connection to the purchase of land, houses and

equipment.

Income Tax Expense (Benefit)

The Company has a prospective income tax benefit resulting from a net operating loss carry-forward and

start up costs that will offset any future operating profits.

Impact of Inflation

The Company believes that inflation has had a negligible effect on operations over the past three years.

Liquidity and Capital Resources

The Company is in the development stage and, since inception, has experienced significant changes in

liquidity, capital resources, and stockholders’ deficit.

The Company had current assets of $6,487 consisting solely of cash as of December 31, 2011 and total

assets of $778,745 consisting of current assets, and property and equipment of $772,258 in the Dominican

Republic. The Company had total current liabilities of $48,987 as of December 31, 2011, consisting of

$26,672 in accounts payable and $21,280 in related party payables and $1,035 in accrued interest.

Stockholders’ equity in the Company was $670,932 at December 31, 2011.

Cash flow used in operating activities was $505,494 for the period from inception to December 31, 2011.

The cash flows used in operating activities since inception can be primarily attributed to net losses incurred

as the result of general and administrative expenses.

Cash flow used in operating activities for the twelve month period ended December 31, 2011 was $25,441

as compared to $273,059 for the twelve month period ended December 31, 2010. The difference in cash

flows used in operating activities over the comparative annual periods can be attributed primarily to the

increases in depreciation, accounts payable, related party payables and the effect of the reverse

capitalization in the current annual period.

We expect to continue to use cash flow in operating activities until such time as ParkVida is operational and

net losses from operations are eliminated.

Cash flow used in investing activities was $440,372 for the period from inception to December 31, 2011.

Cash flows used in investing activities can be attributed to the purchase of property and equipment for

ParkVida.

Cash flow used in investing activities for the twelve month period ended December 31, 2011 was $41,941

as compared to $50,500 for the twelve month period ended December 31, 2010. The cash flow used in

investing activities in the prior annual month period can be attributed to purchases of property and

equipment for ParkVida.

We expect to continue to use cash flow in investing activities once we have commenced the initial phase of

the ParkVida development.

Cash flow from financing activities was $952,352 for the period from inception to December 31, 2011. The

cash flows from financing activities since inception can be mainly attributed to the reverse capitalization,

proceeds from long term debt, cash contributed by shareholders and proceeds from a note payable.

Cash flow from financing activities for the twelve month period ended December 31, 2011 was $73,869 as

compared to $323,559 for the twelve month period ended December 31, 2010. The cash flows from

financing activities in the current annual period are attributed to the reverse capitalization with JBP and

proceeds from long term debt.

We expect to continue to realize cash flow from financing activities as debt or equity in order to finance the

development of ParkVida.

The Company’s current assets are insufficient to follow its plan of operation over the next twelve months as

it will need to seek at least $6,000,000 in debt or equity financing to fund the development of ParkVida.

Further the Company’s current assets are insufficient to maintain its minimal operational requirements. The

Company has no current commitments or arrangements with respect to, or immediate sources of funding to

finance the development of ParkVida. Third party investors are the most likely source of debt or equity

financing to fund Phase I of the development and shareholders are the most likely source of debt or equity

financing to maintain operations. No commitment for the equity or debt financing of ParkVida has been

secured to date. The Company’s inability to obtain additional financing for ParkVida will have a material

adverse affect on its ability to develop the project.

The Company does not intend to pay cash dividends in the foreseeable future.

The Company had no lines of credit or other bank financing arrangements as of December 31, 2011.

The Company had no commitments for future capital expenditures that were material at December 31, 2011

other than those anticipated for the development of ParkVida.

The Company has no defined benefit plan or contractual commitment with any of its officers or directors.

The Company has no current plans for the purchase or sale of any property or equipment other than those

anticipated for the development of ParkVida.

The Company has no current plans to make any changes in the number of employees other than those

anticipated for the development of ParkVida.

Future Financings

We anticipate continuing to rely on debt or equity sales of our shares of common stock to fund our business

operations. Unfortunately, there is no assurance that we will be able to secure the financing requisite to fund

our plan of operations.

Off-Balance Sheet Arrangements

As of December 31, 2011, we have no significant off-balance sheet arrangements that have or 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 are material to

stockholders.

Critical Accounting Policies

In Note 1 to the audited financial statements for the years ended December 31, 2011 and 2010, included in

our Form 10-K, the Company discusses those accounting policies that are considered to be significant in

determining the results of operations and its financial position. The Company believes that the accounting

principles utilized by it conform to accounting principles generally accepted in the United States.

The preparation of financial statements requires Company management to make significant estimates and

judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature,

these judgments are subject to an inherent degree of uncertainty. On an on-going basis, the Company

evaluates estimates. The Company bases its estimates on historical experience and other facts and

circumstances that are believed to be reasonable, and the results form the basis for making judgments about

the carrying value of assets and liabilities. The actual results may differ from these estimates under

different assumptions or conditions.

Going Concern

Our auditors have expressed an opinion as to the Company’s ability to continue as a going concern as a

result of an accumulated deficit of $773,316 as of December 31, 2011. The Company’s ability to continue

as a going concern is dependent on realizing net income from operations or procuring additional financing.

Management’s plan to address the Company’s ability to continue as a going concern includes: (i) procuring

financing from the placement of debt or equity; (ii) realizing net income from the realization of ParkVida;

and (iii) converting existing debt or contractual obligations to equity. On application of the methods

discussed above, management believes that the Company will remain a going concern, though there can be

no assurances that such methods will be successful.

Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition

The statements contained in the section titled Management’s Discussion and Analysis of Financial

Condition and Results of Operations and elsewhere in this quarterly report, with the exception of historical

facts, are forward-looking statements. Forward-looking statements reflect our current expectations and

beliefs regarding our future results of operations, performance, and achievements. These statements are

subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not

materialize. These statements include, but are not limited to, statements concerning:

• our anticipated financial performance;

• uncertainties related to development of ParkVida;

• our ability to generate revenue in the event we complete the development of ParkVida;

• our ability to raise additional capital to fund the development of ParkVida;

• the volatility of the stock market; and

• general economic conditions.

We wish to caution readers that our operating results are subject to various risks and uncertainties that could

cause our actual results to differ materially from those discussed or anticipated including the factors set

forth in the section entitled Risk Factors included elsewhere in this report. We also wish to advise readers

not to place any undue reliance on the forward-looking statements contained in this report, which reflect our

beliefs and expectations only as of the date of this report. We assume no obligation to update or revise these

forward-looking statements to reflect new events or circumstances or any changes in our beliefs or

expectations, other than as required by law.

Stock-Based Compensation

The Company has adopted Accounting Standards Codification Topic (“ASC”) 718, Share-Based Payment,

which addresses the accounting for stock-based payment transactions in which an enterprise receives

employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on

the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity

instruments.

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from

other than employees in accordance with ASC 505. Costs are measured at the estimated fair market value of

the consideration received or the estimated fair value of the equity instruments issued, whichever is more

reliably measurable. The value of equity instruments issued for consideration other than employee services

is determined on the earliest of a performance commitment or completion of performance by the provider of

goods or services.

Recent Accounting Pronouncements

Please see Note 14 to our consolidated financial statements for recent accounting pronouncements.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements for the years ended December 31, 2011 and 2010 are attached hereto as F-1

through F-17.

PARK VIDA GROUP, INC.

(A Development Stage Company)

December 31, 2011 and 2010

INDEX

Page

Report of Independent Registered Public Accounting Firm

F-2

Consolidated Balance Sheets

F-3

Consolidated Statements of Operations

F-4

Consolidated Statement of Stockholders’ Equity

F-5

Consolidated Statements of Cash Flows

F-6

Notes to Consolidated Financial Statements

F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Park Vida Group, Inc. and Subsidiary

Salt Lake City, Utah

We have audited the accompanying consolidated balance sheets of Park Vida Group, Inc. and

Subsidiary [a development stage company] as of December 31, 2011 and 2010 and the related

consolidated statements of operations, stockholders' equity (deficit) and cash flows for each of the

years in the two-year period ended December 31, 2011 and for the period from inception on

December 7, 1999 through December 31, 2011. Park Vida Group, Inc. and Subsidiary’s

management is responsible for these financial statements. 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 audit to

obtain reasonable assurance about whether the financial statements are free of material

misstatement. The Company is not required to have, nor were we engaged to perform, an audit of

its internal control over financial reporting. Our audit 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, 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 consolidated financial statements referred to above present fairly, in all material

respects, the financial position of Park Vida Group, Inc. and Subsidiary as of December 31, 2011

and 2010 and the results of its operations and its cash flows for each of the years in the two-year

period ended December 31, 2011 and for the period from inception on December 7, 1999 through

December 31, 2011, in conformity with accounting principles generally accepted in the United

States of America.

The accompanying consolidated financial statements have been prepared assuming Park Vida

Group, Inc. and Subsidiary will continue as a going concern. As discussed in Note 2 to the

consolidated financial statements, Park Vida Group, Inc. and Subsidiary has incurred losses since

its inception and has not yet established profitable operations. These factors raise substantial

doubt about the ability of the Company to continue as a going concern. Management’s plans in

regards to these matters are also described in Note 2. The consolidated financial statements do not

include any adjustments that might result from the outcome of these uncertainties.

/s/ PRITCHETT, SILER & HARDY, P.C.

PRITCHETT, SILER & HARDY, P.C.

Salt Lake City, Utah

May 16, 2012

F-2

PARK VIDA GROUP, INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

December 31, 2011 and 2010

ASSETS

2011

2010

Current assets:

Cash

6,487

Prepaid expenses

71,250

Total current assets

6,487

71,250

Property and equipment, net

772,258

585,560

Total assets

778,745

656,810

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

26,672

8,461

Related party payables

21,280

Accrued expenses

1,035

4,870

Note payable

378,963

Total current liabilities

48,987

392,294

Long-term debt

58,826

Total liabilities

107,813

392,294

Commitments and contingencies

Stockholders' equity:

Preferred stock, $.001 par value, 5,000,000 shares

authorized, no shares issued and outstanding

Common stock, $.001 par value, 250,000,000 shares

authorized, 40,487,175 and 15,282,120 shares issued

and outstanding, respectively

40,487

15,282

Additional paid-in capital

1,403,761

733,742

Deficit accumulated during the development stage

(773,316)

(484,508)

Total stockholders' equity

670,932

264,516

Total liabilities and stockholders' equity

778,745

656,810

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

F-3

PARK VIDA GROUP, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended December 31, 2011 and 2010 and Cumulative Amounts

Cumulative

2011

2010

Amounts

Revenue

General and administrative costs

263,679

240,022

743,317

Loss from operations

(263,679)

(240,022)

(743,317)

Other income (expense):

Interest income

Interest expense

(25,137)

(4,870)

(30,007)

Loss before provision for income taxes

(288,808)

(244,892)

(773,316)

Provision for income taxes

Net loss

(288,808)

(244,892)

(773,316)

Loss per common share -

basic and diluted

(0.01)

Weighted average common shares -

basic and diluted

22,118,560

15,282,120

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

F-4

PARK VIDA GROUP, INC.

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS' EQUITY

January 1, 2008 (Date of Inception) to December 31, 2011

Deficit

Accumulated

Additional

During the

Total

Common Stock

Paid-in

Development

Stockholders'

Amount

Capital

Stage

Equity

Balance at January 1, 2008

- $

Issuance of common stock for cash

15,282,120

15,282

(12,138)

3,144

Capital contributions:

Cash

258,803

Office rental costs

12,000

Net loss

(89,200)

Balance at December 31, 2008

15,282,120

15,282

258,665

(89,200)

184,747

Capital contributions:

Cash

292,977

Office rental costs

12,000

Net loss

(150,416)

Balance at December 31, 2009

15,282,120

15,282

563,642

(239,616)

339,308

Capital contributions:

Cash

158,100

Office rental costs

12,000

Net loss

(244,892)

Balance at December 31, 2010

15,282,120

15,282

733,742

(484,508)

264,516

Effect of reverse recapitalization

25,205,055

25,205

584,317

609,522

Capital contributions:

Office rental costs

9,000

Related party payable forgiveness

76,702

Net loss

(288,808)

Balance at December 31, 2011

40,487,175 $

40,487 $ 1,403,761 $

(773,316) $

670,932

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

F-5

PARK VIDA GROUP, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2011 and 2010 and Cumulative Amounts

Cumulative

2011

2010

Amounts

Cash flows from operating activities:

Net loss

(288,808)

(244,892)

(773,316)

Adjustments to reconcile net loss to

net cash used in operating activities:

Depreciation and amortization

37,339

17,752

63,714

Related party contributions

85,702

12,000

121,702

Reverse recapitalization

99,799

(Increase) decrease in:

Prepaid expenses

(71,250)

Increase (decrease) in:

Accounts payable

18,211

8,461

26,672

Accrued expenses

1,035

4,870

5,905

Related party payables

21,280

Net cash used in operating activities

(25,441)

(273,059)

(505,493)

Cash flows from investing activities:

Purchases of property and equipment

(41,941)

(50,500)

(440,372)

Net cash used in investing activities

(41,941)

(50,500)

(440,372)

Cash flows from financing activities:

Proceeds from note payable

165,459

Proceeds from long-term debt

58,826

Cash contributed by stockholders

158,100

709,880

Reverse recapitalization

15,043

Issuance of common stock

3,144

Net cash provided by financing activities

73,869

323,559

952,352

Net change in cash

6,487

Cash, beginning of period

Cash, end of period

6,487

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

F-6

PARK VIDA GROUP, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note 1 – Organization and Summary of Significant Accounting Policies

Organization and Reverse Capitalization

Park Vida Group, Inc. (the Company) was incorporated in the State of Nevada on December 7, 1999 as

Montana Mining Corp. The Company is engaged in the design and construction of a destination resort in the

Dominican Republic.

On August 20, 2010, Montana Mining Corp., a U.S. public shell company entered into an asset purchase

agreement (the Purchase Agreement) with Park Capital Management, Inc. (Park) to acquire JBP, S.R.L.

(JBP) (a privately held company organized on January 1, 2008 under the laws of the Dominican Republic).

The Purchase Agreement closed on September 23, 2011 pursuant to which the Company acquired from

Park all of the outstanding shares of JBP in exchange for fifteen million two hundred and eighty-two

thousand one hundred and twenty (15,282,120) shares of common stock and six million eight hundred and

twenty-four thousand and three hundred (6,824,300) share purchase warrants exercisable within ten years

of the date of grant at an exercise price of $0.005 a share. As of December 31, 2011 the stock had not yet

been issued but has been shown in the financial statements as issued and outstanding.

The Purchase Agreement further required the Company to issue at closing a facilitation fee of one million

five hundred and twenty-eight thousand two hundred and twelve (1,528,212) shares and six hundred

eighty-two thousand four hundred and thirty (682,430) share purchase warrants exercisable within three

years of the date of grant at an exercise price of $0.06 a share. As of December 31, 2011 the stock has not

yet been issued but has been shown in the financial statements as issued and outstanding.

The closing of the Purchase Agreement caused the Company to acquire JBP as a wholly-owned subsidiary.

On giving effect to the closing of the Purchase Agreement, the former stockholder of JBP holds

approximately 40% of the Company’s common stock.

The Purchase Agreement was accounted for as a reverse acquisition and recapitalization whereby JBP is

deemed to be the accounting acquirer (and the legal acquiree). Accordingly, JBP’s historical financial

statements for the periods prior to the reverse acquisition became those of the Company retroactively

restated for, and giving effect to, the number of shares received in the Purchase Agreement. The surviving

entity reflects the assets and liabilities of JBP and the Company at their historical book value and no

goodwill has been recognized, as required by the rules and regulations of the SEC. The issued common

stock is that of the Company, the accumulated deficit is that of JBP and the statements of operations are that

of JBP for the years ended December 31, 2011 and 2010 and cumulative amounts plus that of the Company

from September 24, 2011 through December 31, 2011.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and JBP. All significant

intercompany balances and transactions have been eliminated.

F-7

PARK VIDA GROUP, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note 1 – Organization and Summary of Significant Accounting Policies (continued)

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles

requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the

reported amounts of revenues and expenses during the reporting period. Actual results could differ from

those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments with a

maturity of three months or less to be cash equivalents.

Property and Equipment

Property, buildings, improvements, and equipment are stated at cost less accumulated depreciation.

Maintenance and repairs are charged to expense as incurred. Costs of major renewals or betterments are

capitalized over the remaining useful lives of the related assets. Depreciation is computed by using the

straight-line method. Land improvements are depreciated over ten years. Buildings and improvements are

depreciated over fifteen to thirty-nine years. Equipment is depreciated between five and seven years.

Leasehold improvements are depreciated over the shorter of the estimated useful life or the remaining life

of the lease. The cost of property disposed of and related accumulated depreciation is removed from the

accounts at the time of disposal, and gain or loss is reflected in operations.

Long-Lived Assets

The Company evaluates its long-lived assets in accordance with Accounting Standards Codification (ASC)

360, “Accounting for the Impairment of Long-Lived Assets.” Long-lived assets held and used by the

Company are reviewed for impairment whenever events or changes in circumstances indicate that their net

book value may not be recoverable. When such factors and circumstances exist, the Company compares

the projected undiscounted future cash flows associated with the related asset or group of assets over their

estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess

of the carrying amount over the fair value of those assets and is recorded in the period in which the

determination was made.

F-8

PARK VIDA GROUP, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note 1 – Organization and Summary of Significant Accounting Policies (continued)

Convertible Debts

In accordance with ASC 470-20, the Company calculated the value of any beneficial conversion features

embedded in its convertible debts. If the debt is contingently convertible, the intrinsic value of the

beneficial conversion feature is not recorded until the debt becomes convertible.

Convertible debts are split into two components: a debt component and a component representing the

embedded derivatives in the debt. The debt component represents the Company’s liability for future interest

coupon payments and the redemption amount. The embedded derivatives represent the value of the option

that debt holders have to convert into ordinary shares of the Company. If the number of shares that may be

required to be issued upon conversion of the convertible debt is indeterminate, the embedded conversion

option of the convertible debt is accounted for as a derivative instrument liability rather than equity in

accordance with ASC 815-40.

The debt component of the convertible debt is measured at amortized cost and therefore increases as the

present value of the interest coupon payments and redemption amount increases, with a corresponding

charge to finance cost – other than interest. The debt component decreases by the cash interest coupon

payments made. The embedded derivatives are measured at fair value at each balance sheet date, and the

change in the fair value is recognized in the income statement.

Income Taxes

Deferred income taxes arise from temporary differences resulting from income and expense items reported

for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or

noncurrent, depending on the classification of the assets and liabilities to which they relate. Deferred taxes

arising from temporary differences that are not related to an asset or liability are classified as current or

noncurrent depending on the periods in which the temporary differences are expected to reverse.

If the Company has uncertain tax positions, they are evaluated by management and a loss contingency is

recognized when it is probable that a liability has been incurred and the amount of the loss can be

reasonably estimated. The amount recognized is subject to estimate and management judgment and the

amount ultimately sustained for an uncertain tax position could differ from the amount recognized. As of

December 31, 2011, management did not identify any uncertain tax positions. The tax years previous to

2008 are closed to examination by the Internal Revenue Service.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and

penalties in operating expenses. During the year ended December 31, 2011 and 2010 the Company

recognized no interest and penalties and had no accruals for interest and penalties.

F-9

PARK VIDA GROUP, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note 1 – Organization and Summary of Significant Accounting Policies (continued)

Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC 718 which requires companies to

measure compensation cost for stock-based employee compensation at fair value at the grant date and

recognize the expense over the employee’s requisite service period. Under ASC 718, the Company’s

volatility is based on the historical volatility of the Company’s stock or the expected volatility of similar

companies. The expected life assumption is primarily based on historical exercise patterns and employee

post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on

the U.S. Treasury yield curve in effect at the time of grant.

The Company uses the Black-Scholes option-pricing model which was developed for use in estimating the

fair value of options. Option-pricing models require the input of highly complex and subjective variables

including the expected life of options granted and the Company’s expected stock price volatility over a

period equal to or greater than the expected life of the options. Changes in the subjective assumptions can

materially affect the estimated value of the Company’s employee stock options.

The Company recognizes in the statement of operations the grant-date fair value of stock options and other

equity-based compensation issued to employees and non-employees.

Earnings Per Share

The computation of basic earnings per common share is based on the weighted average number of shares

outstanding during the year.

The computation of diluted earnings per common share is based on the weighted average number of shares

outstanding during the year plus the common stock equivalents which would arise from the exercise of

stock options and warrants outstanding using the treasury stock method and the average market price per

share during the period. Common stock equivalents are not included in the diluted earnings per share

calculation when their effect is antidilutive.

Concentration of Credit Risk

The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured

limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any

significant credit risk on cash and cash equivalents.

F-10

PARK VIDA GROUP, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note 2 – Going Concern

As of December 31, 2011, the Company’s revenue generating activities are not in place, and the Company

has incurred losses since inception. These factors raise substantial doubt about the Company’s ability to

continue as a going concern.

The Company intends to seek additional equity or debt financing to develop the ParkVida destination resort

in the Dominican Republic. There can be no assurance that such funds will be available to the Company.

The financial statements do not include any adjustments that might result from the outcome of these

uncertainties.

Note 3 – Property and Equipment

Property and equipment consist of the following:

2011

2010

Land and improvements

447,824

Buildings and improvements

29,000

Construction in process

270,338

50,300

Leasehold improvements

17,500

Equipment

67,311

814,473

611,935

Less accumulated depreciation

(42,215)

(26,375)

772,258

585,560

F-11

PARK VIDA GROUP, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note 4 – Related Party Transactions

The president of JBP is the son of a shareholder of the Company and was paid $6,000 ($2,000 per month)

during the last quarter of 2011 for services rendered.

The Company’s Chief Executive Officer is a shareholder and director of the Company and was paid $3,000

($1,000 per month) during the last quarter of 2011 for services rendered.

The Company’s Chief Executive Officer is the sole shareholder and owner of a company that provides

services to the Company that was paid $3,000 ($1,000 per month) on account during the last quarter of 2011

for services rendered.

The Company contracts with Modularis C. xA. (Modularis), a Dominican architectural services and

consulting firm owned by a shareholder of the Company (see Note 12).

Prior to the reverse merger, the Company paid $99,799 in operating expenses on behalf of JBP.

Note 5 – Related Party Payables

Related party accounts payables consist of the following:

2011

2010

Payables to officers and shareholders of the Company

and their affiliated entities. The payables are non-

interest bearing, due on demand, and unsecured.

21,280

Note 6 – Note Payable

Prior to the reverse recapitalization (see Note 1), the Company advanced funds to JBP under the terms of a

note payable.

At December 31, 2011, intercompany balances between the Company and JBP were eliminated in

consolidation.

At December 31, 2010 the note payable balance consists of cash advances of $165,459 and direct payments

for property and equipment additions of $213,504 from the Company and related accrued interest of

$4,870.

F-12

PARK VIDA GROUP, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note 7 – Long-Term Debt

Long-term debt consists of the following:

2011

2010

Unsecured note payable in the amount of CAD $60,000,

to the Estate of Arnie Olafson, bearing interest at 8%

and due October 2013. The note may be converted to

common shares of the Company at the option of the

holder or borrower if certain criteria are met, based on the

outstanding principal and accrued interest at the rate of

USD $0.07 per common share.

58,826

F-13

PARK VIDA GROUP, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note 8 – Income Taxes

The provision for income taxes differs from the amount computed at statutory rates as follows:

Cumulative

2011

2010

Amounts

Income tax benefit at statutory rate

(99,000)

(68,000)

(262,500)

Loss of subsidiary

6,500

Shareholder paid expenses

15,000

Expiration of net operating loss

carryforwards

22,500

25,000

Change in valuation allowance

55,000

68,000

216,000

Deferred tax assets (liabilities) are comprised of the following:

2011

2010

Start up costs

46,000

34,000

Net operating loss carryforwards

175,000

127,000

Accrued interest income

(5,000)

Valuation allowance

(216,000)

(161,000)

The Company has federal income tax net operating loss carryforwards of approximately $32,000, which

begin to expire in 2020. The amount of net operating loss carryforwards that can be used in any one year

will be limited by significant changes in the ownership of the Company and by the applicable tax laws

which are in effect at the time such carryforwards can be utilized. The Company has Dominican income tax

net operating loss carryforwards of approximately $673,000, which will expire in the approximate amounts

of $150,000, $245,000, and $278,000 in the years 2012, 2013, and 2014, respectively.

F-14

PARK VIDA GROUP, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note 9 – Supplemental Cash Flow Information

No amounts have been paid for interest or income taxes since inception.

During the year ended December 31, 2011, the Company:

• Transferred $71,250 from prepaid expenses to construction in process.

• Disposed of abandoned leasehold improvements of $21,500, which were fully amortized.

• Acquired property and equipment in exchange for an increase in a note payable of $110,847.

During the year ended December 31, 2010, the Company acquired property and equipment in exchange for

an increase in a note payable of $213,504

Note 10 – Common Stock Warrants

Common stock warrants consist of:

Exercise

Number of

Price

Warrants

Per Share

Outstanding at January 1, 2011 and 2010

Granted, vested, and exercisable

7,506,730

$.005 - .06

Outstanding at December 31, 2011

7,506,730

$.005 - .06

The following table summarizes information about common stock warrants outstanding at December 31,

2011.

Outstanding

Exercisable

Weighted

Average

Weighted

Remaining

Average

Exercise Price

Number

Contractual

Exercise

Number

Exercise

Range

Outstanding

Life (Years)

Price

Exercisable

Price

$0.06

682,430

2.7

$0.06

682,430

$0.06

$0.005

6,824,300

9.7

$0.005

6,824,300

$0.005

$0.005 - .06

7,506,730

9.1

$0.01

7,506,730

$0.01

F-15

PARK VIDA GROUP, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note 11 – Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, payables, and a note payable. The carrying amount of

these items approximates fair value because of their short-term nature.

Note 12 – Commitments

During December 2010, the Company entered into a consultancy services agreement with Select Contracts,

which will provide the following services: concept, project, and construction design, development, and

management services, including architectural plans and specifications, up through the planned resort’s soft

opening. The agreement stipulates different phases. If all phases are executed, the Company is committed

to paying fees of approximately $1,162,000. As of December 31, 2011, the Company had paid fees of

$125,000.

During 2011, the Company entered into three separate consultancy services agreements with Modularis.

Per the agreements, the Company paid approximately $83,000 thus far during 2011, and will pay

approximately $126,000 more as committed pursuant to these agreements (see Note 13).

Note 13 – Subsequent Events

The Company evaluated its December 31, 2011 financial statements for subsequent events through the date

the financial statements were issued. Except for the events discussed below, the Company is not aware of

any subsequent events which would require recognition or disclosure in the financial statements.

The Company entered into three convertible promissory notes totaling $120,000 between January and

March 2012. The notes bear interest at 8%, are unsecured, are convertible into shares of the Company’s

$0.001 par value per share common stock at $0.07 per share, and have maturity dates between January and

March 2014.

The Company paid approximately $67,000 between January and April 2012 to Modularis as per the terms

of its consultancy services agreements with the Company (see Note 12).

F-16

PARK VIDA GROUP, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note 14 – Recent Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards

Update (ASU) No. 2011-11, “Disclosures about Offsetting Assets and Liabilities”, which will require

disclosures for entities with financial instruments and derivatives that are either offset on the balance sheet

in accordance with ASC 210-20-45 or ASC 815-10-45, or are subject to a master netting arrangement. ASU

No. 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013. The

Company is currently evaluating the impact of the adoption of ASU 2011-11 on its financial position,

results of operations, and disclosures.

In September 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-08, “Testing

Goodwill for Impairment”. This ASU permits an entity to make a qualitative assessment of whether it is

more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the

two-step goodwill impairment test. If an entity concludes it is not more likely than not that the fair value of

a reporting unit is less than its carrying amount, then there is no need to perform the two-step impairment

test. This ASU is effective for annual and interim goodwill impairment tests performed for fiscal years

beginning after December 15, 2011. Early adoption is permitted. The adoption of this ASU will not have a

material impact on the Company’s consolidated financial statements, as it is intended to simplify the

assessment for goodwill impairment.

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income” (as amended

by ASU 2011-12). ASU 2011-05 requires entities to report components of comprehensive income in either

a continuous statement of comprehensive income or two separate but consecutive statements. Under the

continuous statement approach, the statement would include the components and total of net income, the

components and total of other comprehensive income and the total of comprehensive income. Under the

two statement approach, the first statement would include the components and total of net income and the

second statement would include the components and total of other comprehensive income and the total of

comprehensive income. ASU 2011-05/12 does not change the items that must be reported in other

comprehensive income. ASU 2011-05/12 is effective retrospectively for interim and annual periods

beginning after December 15, 2011, with early adoption permitted. The Company is currently evaluating

the impact of the adoption of ASU 2011-05/12 on its financial statements.

In May 2011, the FASB issued ASU No. 2011-04, “Amendments to Achieve Common Fair Value

Measurement and Disclosure Requirement in U.S. GAAP and IFRSs”. ASU 2011-04 does not extend the

use of fair value but, rather, provides guidance about how fair value should be applied where it already is

required and permitted under IFRS or U.S. GAAP. For U.S. GAAP, most of the changes are clarifications

of existing guidance or wording changes to align with IFRS 13. ASU 2011-04 is effective on a prospective

basis for interim and annual periods beginning after December 15, 2011, with early adoption not

permitted. In the period of adoption, a reporting entity will be required to disclose a change, if any, in

valuation technique and related inputs that result from applying ASU 2011-04 and to quantify the total

effect, if practicable. The Company is currently evaluating the impact of the adoption of ASU 2011-04 on

its financial position, results of operations, and disclosures.

Other pronouncements issued by the FASB or other authoritative accounting standards groups with future

effective dates are either not applicable or are not expected to be significant to the financial statements of

the Company.

F-17

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Management's Annual Report on Internal Control over Financial Reporting

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this annual report, an evaluation was carried out by the Company’s

management, with the participation of the chief executive officer and chief financial officer, of the

effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and

15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of December 31, 2011.

Disclosure controls and procedures are designed to ensure that information required to be disclosed in

reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within

the time periods specified in the Commission’s rules and forms, and that such information is accumulated

and communicated to management, including the chief executive officer and chief financial officer, to

allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by

this report, that the Company’s disclosure controls and procedures were ineffective in recording,

processing, summarizing, and reporting information required to be disclosed, within the time periods

specified in the Commission’s rules and forms, and such information was not accumulated and

communicated to management, including the chief executive officer and the chief financial officer, to allow

timely decisions regarding required disclosures.

Management’s Report on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control

over financial reporting. The Company’s internal control over financial reporting is a process, under the

supervision of the chief executive officer and the chief financial officer, designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of the Company’s financial

statements for external purposes in accordance with United States generally accepted accounting principles

(GAAP). Internal control over financial reporting includes those policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the

transactions and dispositions of the Company’s assets;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of

the financial statements in accordance with generally accepted accounting principles, and that

receipts and expenditures are being made only in accordance with authorizations of management

and the board of directors; and

• 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.

Due to 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.

The Company’s management conducted an assessment of the effectiveness of our internal control over

financial reporting as of December 31, 2011, based on criteria established in Internal Control – Integrated

Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which

assessment identified material weaknesses in internal control over financial reporting. A material weakness

is a control deficiency, or a combination of deficiencies in internal control over financial reporting that

creates a reasonable possibility that a material misstatement in annual or interim financial statements will

not be prevented or detected on a timely basis. Since the assessment of the effectiveness of our internal

control over financial reporting did identify material weaknesses, management considers its internal control

over financial reporting to be ineffective.

The matters involving internal control over financial reporting that our management considered to be

material weaknesses were:

• lack of an audit committee due to a lack of a majority of outside directors, resulting in ineffective

oversight in the monitoring of required internal controls over financial reporting;

• inadequate segregation of duties consistent with control objectives since the responsibilities

associated with the offices of chief executive officer, chief financial officer and principal

accounting officer are assumed by one individual.

The aforementioned material weaknesses were identified by our chief executive officer in connection with

the review of our financial statements as of December 31, 2011.

Management believes that the material weaknesses set forth above did not have an effect on our financial

results. However, management believes that the lack of an audit committee, the inadequate segregation of

duties and the lack of a majority of outside directors results in ineffective oversight in the monitoring of

required internal controls over financial reporting, which weaknesses could result in a material

misstatement in our financial statements in future periods.

This annual report does not include an attestation report of our independent registered public accounting

firm regarding internal control over financial reporting. We were not required to have, nor have we,

engaged our independent registered public accounting firm to perform an audit of internal control over

financial reporting pursuant to the rules of the Commission that permit us to provide only management’s

report in this annual report.

Management’s Remediation Initiatives

In an effort to remediate the identified material weaknesses and enhance our internal controls over financial

reporting, the Company plans to initiate, the following measures:

• segregate the duties of chief executive officer and chief financial officer/principal accounting

officer consistent with our control objectives; and

• appoint outside directors to our board in order to form an audit committee that will undertake

oversight in monitoring of required internal controls over financial reporting such as reviewing

estimates and assumptions made by management.

Changes in Internal Controls over Financial Reporting

During the period ended December 31, 2011, there has been no change in internal control over financial

reporting that has materially affected, or is reasonably likely to materially affect our internal control over

financial reporting.

9B.

OTHER INFORMATION

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Officers and Directors

The following table sets forth the name, age and position of each director and executive officer of the

Company:

Name

Age

Position(s) and Office(s)

Ruairidh Campbell

chief executive officer, chief financial officer and director

Ruairidh Campbell was appointed as officer and director of the Company on December 10, 1999. He

estimates that he spends approximately 20 percent of his time, approximately 10 hours per week, on the

Company’s business. He also has significant responsibilities with other companies, as detailed in the

following paragraph.

Business Experience:

Mr. Campbell has been advising early-stage businesses for over 15 years in the public and private

sectors. Services range from investment banking to managerial duties that include working with

government regulators, business organizations, auditors, accountants, attorneys and quasi-public

governing bodies responsible for everything from public health to public quotation. He formed Orsa &

Company in 2001, a private company dedicated to providing these services and also serves as an officer

and director of another public company.

Officer and Director Responsibilities and Qualifications:

Mr. Campbell is responsible for the overall management of the Company and is involved in many of its

day-to-day operations, finance and administration.

Mr. Campbell graduated from the University of Texas at Austin with a Bachelor of Arts in History and then

from the University of Utah College of Law with a Juris Doctorate.

Other Public Company Directorships in the Last Five Years:

Over the past five years he has been an officer and director of one other public company: Allied Resources

Inc., an oil and gas production company from June 1998 to present (chief executive officer, chief financial

officer, director).

Term of Office

The Company’s directors are appointed for a one (1) year term to hold office until the next annual

shareholders meeting or until removed from office in accordance with the Company’s bylaws. The

Company’s executive officers are appointed by the board of directors and hold office until removed by the

board.

Involvement in Certain Legal Proceedings

During the past ten years there are no events that occurred related to an involvement in legal proceedings

that are material to an evaluation of the ability or integrity of the Company’s sole director, or persons

nominated to become directors or executive officers.

Compliance with Section 16(A) of the Exchange Act

Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, the Company is aware of one

entity which, during the period ended December 31, 2011, failed to file, on a timely basis, reports required

by Section 16(a) of the Securities Exchange Act of 1934.

• Park Capital Management, Inc. failed to timely file either a Form 3 or Form 5 in connection with its

acquisition of 15,282,120 shares of the Company’s common stock and 6,824,300 of the Company’s

share purchase warrants in connection with the sale of JBP.

Code of Ethics

The Company has adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-K of the

Securities Exchange Act of 1934. The Code of Ethics applies to directors and senior officers, such as the

principal executive officer, principal financial officer, controller, and persons performing similar functions.

A copy of the Company’s Code of Ethics is incorporated as Exhibit 14 to this Form 10-K. Further, the

Company’s Code of Ethics is available in print, at no charge, to any security holder who requests such

information.

Board of Directors Committees

The board of directors has not yet established an audit committee. An audit committee typically reviews,

acts on and reports to the board of directors with respect to various auditing and accounting matters,

including the recommendations and performance of independent auditors, the scope of the annual audits,

fees to be paid to the independent auditors, and internal accounting and financial control policies and

procedures. Certain stock exchanges currently require companies to adopt a formal written charter that

establishes an audit committee that specifies the scope of an audit committee’s responsibilities and the

means by which it carries out those responsibilities. In order to be listed on any of these exchanges, the

Company would be required to establish an audit committee.

The board of directors has not established a compensation committee.

Director Compensation

Our director receives no compensation for his service as director. We do not anticipate adopting a provision

for compensating directors in the foreseeable future.

ITEM 11.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The objective of the Company’s compensation program is to incentivize our chief executive officer for

services rendered. The compensation program includes a consulting fee. We utilize this form of

compensation because we feel that this compensatory element is adequate to retain and motivate our

executive officer. The amounts we have deemed appropriate to compensate our executive officer were

determined in accordance with compensatory packages for other development stage companies though we

have no specific formula to determine compensation. While we have deemed that our current compensatory

program is appropriately suited for accomplishing our current objectives, in the future we may expand our

compensation program to include additional benefits as the Company realizes those objectives.

Executive compensation for the periods ended December 31, 2011, and December 31, 2010 to our chief

executive officer were $12,000 and $12,000 respectively. Compensation disclosure includes a consulting

fee of $12,000 per annum and amounts paid or accrued to a related company for services rendered totaling

$31,279 and $22,238 for the years ended December 31, 2011 and 2010, respectively. The increase in

executive compensation for services rendered in the current annual period over the prior annual period can

be attributed to an increase in those amounts accrued to the related company over the current period in

connection with the documentation required by the acquisition of JBP. Additional compensation in the

prior period of $55,907 was paid to our chief executive and his consulting company in shares of common

stock valued at $0.05 a share in settlement of amounts due over prior periods that were accrued and unpaid.

Executive compensation is expected to expand in future periods to include salaries, stock awards and stock

options in the event the Company is successful in the development of ParkVida.

Table

The following table provides summary information for 2011 and 2010 concerning cash and non-cash

compensation paid or accrued by the Company to or on behalf of (i) the chief executive officer and the chief

financial officer and (ii) any other employee to receive compensation in excess of $100,000.

Summary Compensation Table

Name and

Year

Salary

Bonus

Stock

Option

Non-Equity

Change in

All Other

Total

Principal

($)

Awards

Awards Incentive Plan Pension Value

Compensation

($)

Position

($)

Compensation

and

($)

Nonqualified

Deferred

Compensation

($)

Ruairidh

2011

12,000

31,279*

43,279

Campbell

2010

12,000

78,235**

90,235

CEO, CFO,

PAO, and

director

Amounts paid or accrued to a related company during the annual period.

Amounts paid or accrued to a related company of $22,238 during the annual period and amounts paid or accrued to Mr.

Campbell and a related company of $55,907 for amounts accrued over prior periods all paid in common shares.

The Company has no option or stock award plans.

The Company has no consulting agreement with its executive officer.

The Company has no plans that provide for the payment of retirement benefits, or benefits that will be paid

primarily following retirement.

The Company has no agreement that provides for payment to our executive officer at, following, or in

connection with the resignation, retirement or other termination, or a change in control of Company or a

change in our executive officer's responsibilities following a change in control.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding the beneficial ownership of the stock of the

Company as of May 16, 2012, by each shareholder who is known by the Company to beneficially own more

than 5% of the outstanding common stock, by each director, and by all executive officers and directors as a

group.

Title of Class

Names and Addresses of Directors,

Number of Shares

Percent of Class

Officers and Beneficial Owners

Ruairidh Campbell

Common Stock

600 Westwood Terrace

1,778,140*

4.4%

Austin, Texas 78746

Common

All Executive Officers and Directors

Stock

as a Group (1)

1,778,140

4.4%

Park Management Group, Inc.

2398 Scarth Street, Regina,

15,282,120**

37.7%

Saskatchewan, Canada S4P 2J7

Dwayne Walbaum

Common Stock

340 6^th Avenue East, Regina,

10,534,527

26.0%

Saskatchewan, Canada S4N 5A4

Owen Walbaum

Common Stock

23 Turner Crescent, Regina,

3,817,858

9.4%

Saskatchewan, Canada S4N 4P7

Total

31,412,645

77.5%

* Mr. Campbell holds 438,140 shares of the Company’s common stock in a related entity.

** Park Management Group, Inc. holds 6,824,300 share purchase warrants with an exercise price of $0.005.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND

DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

None of our directors or executive officers, nor any proposed nominee for election as a director, nor any

person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights

attached to all of our outstanding shares, nor any members of the immediate family (including spouse,

parents, children, siblings, and in−laws) of any of the foregoing persons has any material interest, direct or

indirect, in any transaction since the beginning of our last fiscal year or in any presently proposed

transaction which, in either case, has or will materially affect us except the following consulting agreement,

for the rendition of consulting services:

• Ruairidh Campbell, sole executive officer and director has entered into a consulting arrangement

on a month to month basis that provides for a monthly fee of $1,000.

• Ruairidh Campbell, sole executive officer and director has caused the Company to enter into a

consulting arrangement with a related company for services rendered in connection with the

preparation of documentation that is invoiced as completed. The Company paid the related

company a total of $24,858 and accrued a total amount due of $8,956 as of December 31, 2011.

Director Independence

Our common stock is listed on the OTC Bulletin Board inter-dealer quotation system, which does not have

director independence requirements. For purposes of determining director independence, we have applied

the definitions set out in NASDAQ Rule 4200(a)(15). Under NASDAQ Rule 4200(a)(15), a director is not

considered to be independent if he or she is also an executive officer or employee of the corporation.

Accordingly, our sole director is not independent.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

Pritchett, Siler & Hardy, P.C. (“Pritchett”) provided audit services to the Company in connection with its

annual report and review of quarterly filings during the fiscal years ended December 31, 2011 and 2010.

The aggregate fees billed by Pritchett for the audit of the Company’s annual financial statements and a

review of the Company’s quarterly financial statements were $28,853and $14,930, respectively.

Audit Related Fees

Pritchett billed to the Company no fees in 2011 and 2010 for professional services that are reasonably

related to the audit or review of the Company’s financial statements that are not disclosed in “Audit Fees”

above.

Tax Fees

Pritchett billed to the Company no fees in 2011 and 2010 for professional services rendered in connection

with the preparation of the Company’s tax returns.

All Other Fees

Pritchett billed to the Company no fees in 2011 and 2010 for other professional services rendered or any

other services not disclosed above.

Audit Committee Pre-Approval

The Company does not have a standing audit committee. Therefore, all services provided to the Company

by Pritchett as detailed above, were pre-approved by the Company’s board of directors. Pritchett performed

all work only with their permanent full-time employees.

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements

The following documents are filed under “Item 8. Financial Statements and Supplementary Data,” pages

F-1 through F-17, and are included as part of this Form 10-K:

Consolidated financial Statements of the Company for the years ended December 31, 2011 and 2010:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statement of Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

(b) Exhibits

The exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on

page 42 of this Form 10-K, and are incorporated herein by this reference.

(c) Financial Statement Schedules

We are not filing any financial statement schedules as part of this Form 10-K because such schedules are

either not applicable or the required information is included in the financial statements or notes thereto.

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.

Park Vida Group, Inc.

Date

/s/ Ruairidh Campbell

May 16, 2012

By: Ruairidh Campbell

Its: Chief Executive Officer, Chief Financial Officer,

Principal Accounting Officer and Director

Pursuant to the requirements 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 dates indicated.

Date

/s/ Ruairidh Campbell

May 16, 2012

Ruairidh Campbell

Chief Executive Officer, Chief Financial Officer,

Principal Accounting Officer and Director

INDEX TO EXHIBITS

Exhibit No.

Description

3.1.1*

Articles of Incorporation of the Company, formerly known as Aswan Investments, Inc. (incorporated herein by reference to

the Form 10-SB as filed with the Commission on February 3, 2000).

3.1.2*

Amendment to Articles of Incorporation filed with the State of Nevada on August 5, 2002 (incorporated herein by reference

to the Form 8-K as filed with the Commission on August 15, 2002).

3.1.3*

Amendment to Articles of Incorporation filed with the State of Nevada on October 12, 2004 (incorporated herein by

reference to the Form 10-QSB as filed with the Commission on November 8, 2004).

3.1.4*

Amendment to Articles of Incorporation filed with the State of Nevada on August 10, 2011 (incorporated herein by reference

to the Form 8-K as filed with the Commission on September 29, 2011).

3.2*

By-laws of the Company adopted on December 10, 1999 formerly known as Aswan Investments, Inc. (incorporated herein

by reference to the Form 10-SB as filed with the Commission on February 3, 2000).

10.1*

PWS Share Exchange Agreement dated November 20, 2008 (incorporated herein by reference to the Form 8-K as filed with

the Commission on December 3, 2008).

10.2*

Amendment to PWS Share Exchange Agreement dated February 2, 2009 (incorporated herein by reference to the Form 8-K

as filed with the Commission on March 3, 2009).

10.3*

Amendment to PWS Share Exchange Agreement dated July 9, 2009 (incorporated herein by reference to the Form 8-K as

filed with the Commission on July 14, 2009).

10.4*

Amendment to PWS Share Exchange Agreement dated July 22, 2009 (incorporated herein by reference to the Form 10-Q as

filed with the Commission on August 5, 2009).

10.5*

Assignment Agreement dated August 26, 2009 (incorporated herein by reference to the Form 8-K as filed with the

Commission on August 31, 2009).

10.6*

Extension to Assignment Agreement dated November 29, 2009 (incorporated herein by reference to the Form 10-K as filed

with the Commission on April 13, 2010).

10.7*

Amendment to PWS Share Exchange Agreement dated December 10, 2009 (incorporated herein by reference to the Form

10-K as filed with the Commission on April 13, 2010).

10.8*

Amendment to PWS Share Exchange Agreement dated March 31, 2010 (incorporated herein by reference to the Form 10-K

as filed with the Commission on April 13, 2010).

10.9*

Extension to Assignment Agreement dated March 31, 2010 (incorporated herein by reference to the Form 10-K as filed with

the Commission on April 13, 2010).

10.10*

Asset Purchase Agreement with Park Capital Management, Inc. dated August 30. 2010 (incorporated herein by reference to

the Form 8-K filed with the Commission on August 31, 2010).

10.11*

Amendment to the Asset Purchase Agreement with Park Capital Management, Inc. dated November 12, 2010 (incorporated

herein by reference to the Form 10-K filed with the Commission on March 31, 2011).

10.12*

Architectural Design Agreement with Modularis dated May 19, 2010 (incorporated herein by reference to the Form 8-K filed

with the Commission on September 29, 2011).

10.13*

Service Agreement with Gentium Financial dated October 1, 2010 (incorporated herein by reference to the Form 8-K filed

with the Commission on September 29, 2011).

10.14*

Consultancy Services Agreement with Select Contracts International dated December 7, 2010 (incorporated herein by

reference to the Form 8-K filed with the Commission on September 29, 2011).

10.15*

Consultancy Services Agreement with Modularis dated May 4, 2011 (incorporated herein by reference to the Form 8-K filed

with the Commission on September 29, 2011).

10.16*

Consultancy Services Agreement with Modularis dated June 30, 2011 (incorporated herein by reference to the Form 8-K

filed with the Commission on September 29, 2011).

10.17*

Consultancy Services Agreement with Modularis dated July 28, 2011(incorporated herein by reference to the Form 8-K filed

with the Commission on September 29, 2011).

14*

Code of Ethics adopted April 14, 2004 (incorporated herein by reference to the Form 10-KSB/A filed with the Commission

on April 16, 2004).

21*

Subsidiaries of the Company (incorporated herein by reference to the Form 8-K filed with the Commission on September 29,

2011).

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the Securities and

Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (attached).

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (attached).

101. INS

XBRL Instance Document^†

101. PRE

XBRL Taxonomy Extension Presentation Linkbase^†

101. LAB

XBRL Taxonomy Extension Label Linkbase^†

101. DEF

XBRL Taxonomy Extension Label Linkbase^†

101. CAL

XBRL Taxonomy Extension Label Linkbase^†

101. SCH

XBRL Taxonomy Extension Schema^†

Incorporated by reference from previous filings of the Company.

^†

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a

registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, or deemed “furnished” and

not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability

under these sections.

PARK VIDA GROUP, INC. 10-K