8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 23, 2011

PARKVIDA GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation) 000-29321 (Commission File Number) 87-0643635 (IRS Employer 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

Montana Mining Corp.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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TABLE OF CONTENTS
Page
FORWARD-LOOKING STATEMENTS		3
ITEM 2.01	COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS	3
FORM 10 DISCLOSURE		4
Item 1.	Business	4
Item 1A.	Risk Factors	19
Item 2.	Financial Information	22
Selected Financial Data		22
Management’s Discussion and Analysis of Financial Condition and Results of Operations 22
Quantitative and Qualitative Disclosures about Market Risk		28
Item 3.	Properties	28
Item 4.	Security Ownership of Certain Beneficial Owners and Management	29
Item 5.	Directors and Executive Officers	29
Item 6.	Executive Compensation	32
Item 7.	Certain Relationships and Related Transactions, and Director Independence	34
Item 8.	Legal Proceedings	34
Item 9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters	34
Item 10.	Recent Sales of Unregistered Securities	37
Item 11.	Description of Registrant’s Securities	37
Item 12.	Indemnification of Directors and Officers	38
Item 13.	Financial Statements and Supplementary Data	38
Item 14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	38
Item 15.	Financial Statements and Exhibits	38
END OF FORM 10 DISCLOSURE		38

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES 39

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS 40

ITEM 5.06 CHANGE IN SHELL COMPANY STATUS 40

ITEM 7.01 REGULATION FD DISCLOSURE 40

ITEM 9.01 Financial Statements and Exhibits 41

SIGNATURES 42

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As used in this current report unless otherwise indicated, the terms “we”, “us”, “our”, and the “Company” refer to ParkVida Group, Inc., and its subsidiaries. The term “JBP” refers to JBP, S.R.L.All dollar amounts are expressed in United States dollars.

FORWARD-LOOKING STATEMENTS

Statements contained in this current report, with the exception of historical facts, are forward-looking statements. We are ineligible to rely on the safe-harbor provision of the Private Litigation Reform Act of 1995 for forward-looking statements made in this current report. 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 the ParkVida destination resort in the Dominican Republic;

·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.

In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors.

We wish to advise readers not to place any undue reliance on the forward-looking statements contained in this current report, which reflect our beliefs and expectations only as of the date of this current 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.

We also 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 current report.

ITEM 2.01      COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On August 20, 2010 our board of directors approved the execution of an Asset Purchase Agreement, as amended on November 20, 2010 (the “Agreement”), to acquire JBP as a wholly owned subsidiary (the “Acquisition”) intent on the development of a destination resort in the Dominican Republic to be known as ParkVida. On June 30, 2011 our board of directors determined that our stockholders should consider whether to approve the Acquisition. A majority of our stockholders approved the Acquisition by written consent on June 30, 2011 and authorized the Company to close the transaction subject to the terms and conditions provided.

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Subject to the terms and conditions of the Agreement, the Company acquired JBP from Park Capital Management, Inc. (“Park”), which shares were held in trust by Jay and Mason Blackmore on behalf of Park, in exchange for 15,282,120 shares of our common stock and 6,824,300 share purchase warrants to be exercised within ten years of the date of grant at an exercise price of $0.005 per share. We also issued 1,528,212 shares and 682,430 share purchase warrants to be exercised within three years of the date of grant at an exercise price of $0.06 per share to José Aris for his role in facilitating the transaction.

The Acquisition will be accounted for as a recapitalization of the Company giving effect to the acquisition of JBP.  The surviving entity will reflect the assets and liabilities of the Company and JBP at their historical book value.  The issued common stock will be that of the Company, the accumulated deficit will be that of JBP, and the statements of operations will be those of JBP for the years ended December 31, 2010 and 2009 and cumulative amounts ( March 6, 2008 through September 23, 2011.

The terms of the Agreement were disclosed on Form 8-K as filed with the Securities and Exchange Commission (“Commission”) on August 31, 2010. A copy of the Agreement was attached thereto as an exhibit and is hereby incorporated by this reference. The terms of the amendment to the Agreement were disclosed on Form 10-K as filed with the Commission on March 31, 2011 and attached thereto. A copy of the amendment is hereby incorporated by this reference. All references to the Agreement, as amended, are qualified, in their entirety, by the text of such exhibits.

The information set forth above in Item 2.01 of this current report on Form 8-K is incorporated herein by this reference. On September 23, 2011, upon the Acquisition becoming effective, our principal business became that of JBP, which is more fully described below, and JBP became our consolidated operating subsidiary.

Item 2.01(f) of Form 8-K states that if the registrant was a shell company, as we were, immediately before the Acquisition disclosed under this Item 2.01, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, we are providing such information below. Please note that the information provided below relates to the combined enterprises subsequent to the Acquisition, except that information relating to periods prior to the date of the Acquisition relate respectively to the Company or JBP as indicated.

FORM 10 DISCLOSURE

ITEM 1.          BUSINESS

Corporate History

The Company was incorporated in Nevada on December 7, 1999, as “Aswan Investments, Inc.” to engage in any legal undertaking. On July 17, 2002, our name was changed to “Montana Mining Corp.” to reflect the decision of management to enter into mineral exploration activities. After completing the first stages of an exploration program on an optioned property in the state of Montana, we were unable to indicate conclusively the existence of any economically recoverable mineralization. The Company therefore abandoned the purchase option and all exploration efforts in January of 2005 and sought out other business opportunities.

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On November 20, 2008 we entered into a share exchange agreement to acquire Produced Water Solutions, Inc. (“PWS”) but were unable to complete due to our inability to attract sufficient funding. Prior to the expiration of our agreement with PWS, on August 26, 2009, we assigned our interest in the agreement with PWS to Formation Fluid Management, Inc. (formerly “Dobhai Ventures, Inc.”) (“Formation”) in exchange for a two and one half percent (2½%) royalty on all net revenue realized by Formation from PWS’ reverse osmosis and ultra-filtration technology through March 31, 2013 up to $1,000,000 and a cash payment of $135,000 payable within ten days of Formation’s acquisition of PWS.The transaction closed on June 30, 2010 and the cash payment was paid to us shortly thereafter. We are yet to realize any royalty revenue from the utilization of PWS’ technology.

The Company’s board of directors approved the Agreement, as amended on November 20, 2010 to complete the Acquisition. On June 30, 2011 our board of directors determined that our stockholders should consider whether to approve the Acquisition. A majority of our stockholders approved the Acquisition by written consent on June 30, 2011 and authorized us to close the transaction, to change the name of the Company to “ParkVida Group, Inc.” and to reduce our authorized common stock from 500,000,000 shares (par value $0.001) to 250,000,000 shares (par value $0.001).

Our corporate office is located at 1403 E. 900 S., Salt Lake City, Utah, 84105 and our telephone number is (801) 582-9609. The UPS Store #1650, 3395 S. Jones Boulevard, Las Vegas, Nevada, 89146 is our registered agent.

The Company’s common stock is quoted on the Over the Counter Bulletin Board and OTC Markets, LLC under the symbol “PRKV.”

JBP Overview

As detailed above in Item 2.01 of this current report, on September 23, 2011, the Company purchased JBP which was formed under the laws of the Dominican Republic on March 6, 2008. JBP intends to design, develop and operate ParkVida as a destination resort, the first phase of which is expected to open in the fourth quarter of 2012. The resort will rely on the ability of the Company to fund the development of ParkVida to completion though no financing is currently committed for this purpose.

ParkVida Destination Resort

ParkVida is intended to be a hotel resort focused on eco-tourism offering a comprehensive outdoor experience. The development is located at the top of the Cordillera Central mountain range in the Dominican Republic. The 700 acre former coffee plantation site is located adjacent to a national park. We expect that ParkVida will offer 199 hotel rooms, cottages and “tree houses” spread across the site.

ParkVida’s adventure activities will be focused 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.

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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.

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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 (the two 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.

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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.

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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.

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• 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:

    Materials - minimize the impact of building materials and the generation of waste.

    Biodiversity - no net loss of ecosystem funcation and biodiversity.

    Water - protect and conserve both natural hydrology and potable water resource.

Equity:

    Connection to nature - bring nature, recreational and environmental education opportunities into ParkVida.

    Well being - protect and improve the health and productivity of those who visit and live there.

Economic:

    Socioeconomic - support educational opportunity, community development and labor and regional development.

    Energy - reduce energy consumption and minimize the use of fossil fuels and greenhouse gas emissions.

    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

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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 & 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.

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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 to these services was $114,000 with payments spread over seven months with a final payment of $51,000 due on realization of the project. The agreement was performed in full by year end 2010 though JBP is yet to make the final payment due in land or cash.

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 once the work has commenced. JBP has not yet authorized a start to this work which has been postponed until additional funding for ParkVida has been realized.

Service Agreement with Gentium Financial

On October 1, 2010 JBP entered into a service agreement with Gentium Financial for the provision of office space and the assistance of personnel in Whistler, British Columbia. The term of the lease is 12 months and the rent with service fees is equal to $7,500 a month. The terms of the agreement also required an initial set up fee of $15,000. The lease is due to expire on September 30, 2011 and JBP has served notice that it does not intend to extend the terms thereof.

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 paid $95,000 to date pursuant to the agreement and expects to complete the agreement when sufficient financing is in place to develop ParkVida.

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 $56,825 of which $32,000 has been paid to date.

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On July 28, 2011 JBP entered into a Consultancy Services Agreement with Modularis to complete title work on the properties that comprise Loma Prieta prepare and to submit an application for provisional classification under the Law for Promoting Tourism Development Law 158-01 in order for ParkVida to benefit for the incentives available to resort developers in underdeveloped areas of the Dominican Republic. The total cost of these services is $56,825 of which approximately $21,000 has been paid to date.

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.

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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.

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Competition

JBP’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.

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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.

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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:

oDownhill mountain biking

oCross country mountain biking

oZip lining

oHiking

oSpa services

oFishing

oCoffee 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.

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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

JBP holds no patents, trademarks, licenses, franchises, concessions, royalty agreement or labor contracts.

Governmental and Environmental Regulation

JBP’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. JBP believes that it is in compliance in all material respects with all laws, rules, regulations and requirements that affect its business. Further, JBP 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 resort requires such 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

As of September 23, 2011 the Company has one employee, Ruairidh Campbell, our sole officer and director. The Company looks to Mr. Campbell for his entrepreneurial skills and talents. Management also uses consultants, attorneys and accountants as necessary.

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As of September 23, 2011 JBP has two employees who are located in the Dominican Republic and are responsible for maintaining its property. JBP’s management also uses contractors, consultants, attorneys and accountants as necessary.

WHERE YOU CAN GET ADDITIONAL INFORMATION

The Company files annual, quarterly and current reports, proxy statements and other information with the Commission. You may read and copy our reports or other filings made with the Commission at the Commission’s Public Reference Room, located at 100 F Street, N.W., Washington, D.C., 20549. You can obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. You can also access these reports and other filings electronically on the Commission’s web site, www.sec.gov.

In addition, certain of our Commission filings, including our annual reports on Form 10-K, our quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to these reports, can be viewed and printed from the investor information section of our website at www.parkvida.com, as soon as reasonably practicable after filing with the Commission. The information on our websites is not and should not be considered part of this current report and is not incorporated by reference in this document. The website is only intended to be interactive textual references.

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 Relating to the Acquisition of JBP

The Acquisition will result in dilution to our current stockholders’ voting power and ownership percentages.

The issuance of shares of our capital stock for the purpose of consummating the Acquisition will dilute the voting power and ownership percentage of our existing stockholders. We will issue a total of 16,810,332 shares of our common stock at closing, resulting in a dilution of approximately 41.5% to our current stockholders. We will also grant a total of 7,506,730 common stock purchase warrants at closing, which, if the grantees were to exercise all of the warrants would, in the aggregate, result in a dilution of approximately 50.7% to our current stockholders.

The Acquisition could decrease the value of your stock in the near term.

JBP is a development stage company with no history of realizing revenue from operations and a working capital deficit, about which its auditors have expressed an opinion as to going concern. Additionally, JBP expects losses in the future and its current assets are insufficient to conduct its minimum plan of operation over the next 12 months. Given these facts, the Acquisition could result in significant losses for us in the near term which could decrease the value of our stock.

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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 $484,508 at December 31, 2010, which increased to $624,687 at June 30, 2011. During the initial six months of this year we recorded a net loss of $140,179. We have never realized revenue from operations. Our only expectation of future profitability is dependent on the successful development of ParkVida.

The Company’s limited financial resources and historical performance cast severe doubt on its ability to develop ParkVida.

The Company’s future operation is dependent on the development and ultimate success of ParkVida yet our ability to procure the financing necessary to complete that development is in doubt. Current resources are limited and we are burdened by a historical inability to realize requisite financing.  Our inability to finance the development of ParkVida may likely force us to cease operations.

We require near term financing to meet 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.

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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.

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.

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.

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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.

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 2.          FINANCIAL INFORMATION

SELECTED FINANCIAL DATA

Not required.

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 current 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 section entitled “Forward-Looking Statements”, above.

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The results presented in this “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” are those of JBP as reflected in JBP’s financial statements attached hereto. The following discussion should be read in conjunction with such financial statements and the notes thereto. The results presented below pertain to the unaudited three and six month periods ended June 30, 2011 and the audited annual periods ended December 31, 2010 and December 31, 2009.

Discussion and Analysis

Our plan of operation over the next twelve months is to finalize the phased design of ParkVida, complete an environmental study, obtain the requisite governmental regulatory approvals and initiate construction. 

Future Financings

In order to capitalize ParkVida, construction of the project will be split into two phases. We are taking a two-phase development approach intended 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.

Our financing requirement for ParkVida Phase I is $5.8 million. We intend to initiate construction before the end of 2011 with an opening planned for November 2012. Funds for Phase 1 are expected from a combination of debt and equity financings.

ParkVida Phase II will require an additional $43.5 million. Construction is expected to commence in November 2013 with a grand opening planned for November 2014. Funding for the development and construction of Phase II is anticipated 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.

Results of Operations

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

• During May of 2010, 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.
• During May of 2010, JBP engaged Gravity Logic to initiate trail development on the property.
• During August of 2010 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.
• During October of 2010, JBP opened an office in Whistler, British Columbia to provide administrative and marketing services for ParkVida.
• During December of 2010, JBP engaged Select Contracts, an international consulting firm, to expand on detailed design work, enlarge its business plan for ParkVida and coordinate development efforts. 

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During the six month period ended June 30, 2011, JBP 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^th and 24^th that will bring 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.

During the period subsequent to June 30, 2011, JBP was involved in the following:

·JBP engaged Modularis to effect a transfer of title to JBP for properties purchased in Loma           Prieta, Dominican Republic and to apply for tax incentive eligibility under the Law for Promoting Tourism Development, 158-01.

Net Loss

For the period from inception (January 1, 2008) to June 30, 2011, JBP recorded a net loss of $624,687. JBP’s cumulative operating losses are primarily due 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 three month period ended June 30, 2011 were $63,767 as compared to $19,640 for the three month period ended June 30, 2010. The increase in JBP’s net losses over the comparative three month periods can be attributed to an increase in general and administrative costs in the current three month period due primarily to project development expenses in the Dominican Republic, costs associated with our office in Whistler, British Columbia and interest expense due on amounts borrowed from the Company.

Net losses for the six month period ended June 30, 2011 were $140,179 as compared to $119,681 for the six month period ended June 30, 2010. The increase in JBP’s net losses over the comparative six month periods can be attributed to a increases in general and administrative costs in the current six month period due primarily to development expenses in the Dominican Republic, Whistler office expense and interest expense due on amounts borrowed from the Company.

Net losses for the twelve month period ended December 31, 2010 were $244,892 as compared to $150,416 for the twelve month period ended December 31, 2009. The increase in JBP’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 to development expenses in the Dominican Republic, the engagement of additional consulting personnel, Whistler office expenses and interest expense due on amounts borrowed from the Company.

JBP 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 revenue is expected to cover minimal operational costs.

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Capital Expenditures

JBP acquired $740,838, less accumulated depreciation of $48,107, on capital expenditures for the period from inception to June 30, 2011 in connection to the purchase of land, houses and equipment.

Income Tax Expense (Benefit)

JBP has a prospective income tax benefit resulting from a net operating loss carry-forward and start up costs that will offset any future operating profit.

Impact of Inflation

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

Liquidity and Capital Resources

JBP is in the development stage and, since inception, has experienced significant changes in liquidity, capital resources, and stockholders’ deficit.

JBP had current assets of $41,788 consisting of pre-paid expenses as of June 30, 2011 and total assets of $734,519 consisting of current assets, and property and equipment of $692,731 in the Dominican Republic. JBP had total current liabilities of $604,182 as of June 30, 2011, consisting of $28,150 in accounts payable, $19,261 in accrued expenses, and $556,771 in note payables. Stockholders’ equity in JBP was $130,337 at June 30, 2011.

JBP had current assets of $71,250 as of December 31, 2010, consisting of prepaid expenses. JBP had total assets of $656,810 including current assets, and property and equipment of $585,560 in the Dominican Republic. JBP had total current liabilities of $392,294 as of December 31, 2010, consisting of $8,461 in accounts payable, $4,870 in accrued expenses, and $378,963 in note payable. Stockholders’ equity in JBP was $264,516 at December 31, 2010.

Cash flow used in operating activities was $600,207 for the period from inception to June 30, 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 six month period ended June 30, 2011 was $120,155 as compared to $107,600 for the six month period ended June 30, 2010. The change in cash flows used in operating activities over the comparative six month periods can be attributed primarily to the increases in accounts payable and accrued expenses in the current six month period.

Cash flow used in operating activities for the twelve month period ended December 31, 2010 was $273,059 as compared to $129,948 for the twelve month period ended December 31, 2009. The change in cash flows used in operating activities over the current twelve month period can be primarily attributed to the increase in net losses and prepaid expenses. 

JBP expects to continue to use cash flow in operating activities over the next twelve months as it pursues the development of ParkVida.

Cash flow used in investing activities was $398,431 for the period from inception to June 30, 2011. Cash flows used in investing activities can be attributed to the purchase of property and equipment for Park Vida.

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Cash flow used in investing activities for the six month period ended June 30, 2011 was $0 as compared to $50,500 for the six month period ended June 30, 2010. The cash flow used in investing activities in the current six month period can be attributed to purchases of property and equipment for ParkVida.

Cash flow used in investing activities for the twelve month period ended December 31, 2010 was $50,500 as compared to $163,029 for the twelve month period ended December 31, 2009. The cash flows used in investing activities in the current twelve month period can be attributed to the purchases of property and equipment for ParkVida.    

JBP expects to continue to use cash flow in investing activities as it considers the need for additional property and equipment for the development of ParkVida.

Cash flow from financing activities was $998,638 for the period from inception to June 30, 2011. The cash flows from financing activities since inception can be mainly attributed to proceeds from amounts borrowed from the Company and amounts subscribed to by the shareholders of Park in exchange for common shares.

Cash flow from financing activities for the six month period ended June 30, 2011 was $120,155 as compared to $158,100 for the six month period ended June 30, 2010. The cash flows from financing activities in the current six month period can be attributed to proceeds from amounts borrowed from the Company.

Cash flow from financing activities for the twelve month period ended December 31, 2010 was $323,559 as compared to $292,977 for the twelve month period ended December 31, 2009. The cash flow from financing in the current twelve month period can be attributed to proceeds from amounts borrowed from the Company and amounts subscribed to by the shareholders of Park in exchange for common shares.

JBP expects to continue to realize cash flow from financing activities in the form of new loans from the Company to complete the first phase of the development of ParkVida.

JBP’s current assets are insufficient to conduct its plan of operation over the next twelve months so it will need to seek at least $10,000,000 in debt or equity financing over the next twelve months to fund the development of ParkVida. JBP has no current commitments or arrangements with respect to, or immediate sources of this funding. Further, no assurances can be given that funding is available. The Company is the most likely source of new funding though no commitment for future equity or debt investment in the Company has been secured. JBP’s inability to obtain sufficient funding for ParkVida will have a material adverse affect on its ability to complete its plan of operation.

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

JBP had no lines of credit or other bank financing arrangements as of June 30, 2011.

JBP had no commitments for future capital expenditures that were material at June 30, 2011 other than those anticipated for the development of ParkVida.

JBP has no defined benefit plan or contractual commitment with any of its officers or directors.

JBP has no current plans for the purchase or sale of any plant or equipment other than that anticipated for the development of ParkVida.

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JBP has no current plans to make any changes in the number of employees other than that required for the development of JBP’s business.

Off-Balance Sheet Arrangements

As of June 30, 2011, JBP had no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to stockholders.

Going Concern

JBP’s auditors have expressed an opinion as to JBP’s ability to continue as a going concern due to the fact that it has not yet established profitable operations and has incurred losses since inception totaling $484,508 as of December 31, 2010, which deficit increased to $624,687 as of June 30, 2011. JBP’s ability to continue as a going concern is subject to the ability of JBP to procure additional financing to fund its resort development plans. There can be no assurance that such funds will be available to JBP or that its resort development efforts will be successful.

Critical Accounting Policies

In Note 1 to the audited financial statements for the years ended December 31, 2010 and 2009, included hereto, JBP discusses those accounting policies that are considered to be significant in determining the results of operations and its financial position.  JBP believes that the accounting principles utilized by it conform to accounting principles generally accepted in the United States.

The preparation of financial statements requires JBP’s 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 JBP evaluates estimates. JBP 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.

Stock-Based Compensation

JBPhas 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. 

JBPaccounts 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.

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Recent Accounting Pronouncements

JBP has examined all recent accounting pronouncements and does not believe that any of them will have a material impact on its financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 3.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 and it maintains an office in Whistler, British Columbia for which it pays rent of approximately $4,000 per month and $3,450 in service fees. The office in Whistler will close as of September 30, 2011. 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 purchased approximately 700 acres located at the top of the Cordillera Central mountain range in the Dominican Republic during 2008. The former coffee plantation site falls within the Santiago province and borders the Armando Bermudez National Park. The Dominican Republic covers approximately two thirds of the eastern end of the island of Hispaniola. JBP intends to develop the property to offer 200 hotel luxury rooms as ParkVida 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.

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ITEM 4.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of the stock of the Company as of September 23, 2011, 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, Officers and Beneficial Owners	Amount and nature of Beneficial Ownership1	Percent of Class
Common Stock	Ruairidh Campbell 600 Westwood Terrace Austin, Texas 78746	1,778,1402	4.4%
Common Stock	All Executive Officers and Directors as a Group (1)	1,778,140	4.4%
Common Stock	Dwayne Walbaum 340 6th Avenue East, Regina, Saskatchewan, Canada S4N 5A4	10,534,527	26.0%
Common Stock	Owen Walbaum 23 Turner Crescent, Regina, Saskatchewan, Canada S4N 4P7	3,817,858	9.4%
Common Stock	Park Capital Management, Inc. 2398 Scarth Street, Regina, Saskatchewan, S4P 2J7, Canada	15,282,1203	37.7%
Total		16,130,525	77.6%

(1)Beneficial ownership is determined in accordance with Commission rules and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible preferred stock currently exercisable or convertible, or exercisable or convertible within sixty (60) days, would be counted as outstanding for computing the percentage of the person holding such options or warrants but not counted as outstanding for computing the percentage of any other person.

(2) Mr. Campbell holds 438,140 shares of the Company’s common stock in Orsa & Company, a related entity.

(3)Park Capital Management holds 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

ITEM 5.DIRECTORS AND EXECUTIVE OFFICERS

Set forth below is the name, age and present principal occupation or employment, and material occupations, positions, offices or employments for the past five years of our current directors and executive officers:

Name	Age	Position(s) and Office(s)
Ruairidh Campbell	47	chief executive officer, chief financial officer and director

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Business Experience

The following is a brief account of the education and business experience of our sole director and executive officer over the past five years and beyond, indicating his business experience, principal occupation during the period, and the name and principal business of the organizations by which he has been employed.

Background:

Ruairidh Campbell was appointed as officer and director of the Company on December 10, 1999. He estimates that he spends approximately 40 percent of his time, approximately 20 hours per week, on the Company’s business.  He also has significant responsibilities with other companies, as detailed in the following paragraph.  He will serve until an annual meeting of the Company’s shareholders and his successor is elected and qualified. Officers hold their positions at the pleasure of the board of directors, absent any employment agreement.

Business Experience:

Since 2001 Mr. Campbell has served as the president of Orsa & Company a full service business consulting company. He has also served in the varied capacities of officer, director or counsel for several public companies since 1994 to present.

Officer and Director Responsibilities and Qualifications:

Mr. Campbell as the sole director and executive officer is responsible for the overall management of the Company being involved in many of the Company’s day-to-day operations including accounting and legal functions. He works with accountants to review financial reports and assists in the preparation of our annual and interim financial statements. He also is responsible for the Company’s current and periodic reporting with the Commission.

Mr. Campbell has over 15 years of public company experience in the disciplines of executive management, strategic planning, finance, accounting, human resources, operations, administration, treasury, legal, sales and facilities management. He owns and operates a business consulting business that assists private companies and small public companies in negotiating the many facets of building a successful business private or public. He 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:

Mr. Campbell has been an officer and director of Allied Resources, Inc., an oil and gas production company since June 1998.

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.

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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 not aware of any person who, during the period ended December 31, 2010, failed to file, on a timely basis, reports required by Section 16(a) of the Securities Exchange Act of 1934.

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 8-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 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. 

Potential Conflicts of Interest

We are not aware of any current or potential conflicts of interest with our executive officers and directors.

Security Holders Recommendations to Board of Directors

We do not currently have a process for security holders to send communications to the board of directors. However, we welcome comments and questions from our shareholders. Shareholders can direct communications to our executive officer, Mr. Campbell, at our executive offices.

While we appreciate all comments from shareholders, we may not be able to individually respond to all communications. We attempt to address shareholder questions and concerns in our press releases and documents filed with the Commission so that all shareholders have access to information about us at the same time. Mr. Campbell collects and evaluates all shareholder communications.

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DirectorCompensation

Our director receives no compensation for his service as a director. We do anticipate adopting a provision for compensating directors in the foreseeable future which compensation may include cash consideration and stock options. However, the board of directors may award special remuneration to a director undertaking any special services on behalf of the Company other than services ordinarily required of a director. Since inception, no director has received any such compensation.

ITEM 6.          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 expect to expand our compensation program to include additional benefits as the Company realizes its objectives.

Executive compensation for the periods ended December 31, 2010, and December 31, 2009 to our chief executive officer were $93,235 and $26,491 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 $22,328 and $14,491for the years ended December 31, 2010 and 2009, respectively in addition to $58,907 paid in common shares for accruals over the current and prior periods. 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 prospective acquisition of JBP and the $58,907 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 the current and prior periods that were accrued and unpaid.

Executive compensation is expected to expand in future periods to include salaries, stock awards and stock options.

Summery Compensation Table

The following table provides summary information for the fiscal years ended December 31, 2010 and 2009 concerning cash and non-cash compensation paid or accrued by the Company to or on behalf of(i) the chief executive officer, (ii) the two most highly compensated executive officers other than the chief executive officer if compensated over $100,000 and (iii) additional individuals if compensated over $100,000.

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Summary Compensation Table
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation ($)	All Other Compensation ($)	Total ($)
Ruairidh Campbell CEO, CFO, PAO, and director	20102009	12,000* 12,000*	- -	- -	- -	- -	- -	81,235**      14,491***	93,235 26,491

*         Amounts paid or accrued to Mr. Campbell over the respective annual periods.

**       Amounts paid or accrued to a related company of $22,328 during the annual period and amounts paid or accrued to Mr. Campbell and a related company of $58,907 for accruals over the current and prior periods paid in common shares.

***     Amounts paid or accrued to a related company during the annual period.

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.

Outstanding Equity Awards

None.

Stock Option Plan

Our board of directors intends to adopt a stock option plan in the near term.

Long-Term Incentive Plan Awards.

We have no long-term incentive plans.

Termination of Employment and Change in Control Arrangements

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 any 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 officers’ responsibilities following a change in control.

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ITEM 7.CERTAIN RELATIONSHIPS AND RELATED PARTY 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:

• 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 $17,378 in 2010.
• Ruairidh Campbell, sole executive officer and director has caused the Company to enter into a debt settlement agreement in connection with fees accrued to himself and a related entity in the amount of $58,907 pursuant to which he and his company were issued an aggregate of 1,178,140 shares in settlement of said due amount.

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   8.        LEGAL PROCEEDINGS

None

ITEM   9.MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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, “MMGC”. 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.

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Year	Quarter Ended	High	Low
2011	June 30	$0.09	$0.06
	March 31	$0.15	$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
2009	December 31	$0.06	$0.04
	September 30	$0.09	$0.06
	June 30	$0.15	$0.09
	March 31	$0.18	$0.04

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 September 23, 2011 there were 92 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 September 23, 2011 there were no shareholders of record of the 5,000,000 shares of preferred stock, par value $0.001, authorized.

Warrants

As of September 23, 2011 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 September 23, 2011 the Company had no outstanding stock options to purchase shares of our common stock.

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Convertible Securities

None.

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, 2010, during the six month period ended June 30, 2011, or since that date through September 23, 2011.

Securities Authorized for Issuance Under Equity Compensation Plans

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

Trading Information

The Company’s common stock is currently approved for quotation under the symbol “MMGC”. 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 in understanding of the function of the penny stock market, such as “bid” and “offer” quotes, a dealers “spread” and broker/dealer compensation; the 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.

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ITEM 10.        RECENT SALES OF UNREGISTERED SECURITIES

The Company has no sales of securities other than those previously reported and those that follow in Item 3.02 of this current report.

ITEM 11.        DESCRIPTION OF THE REGISTRANT’S SECURITIES

Common Stock

Our authorized capital stock consists of 250,000,000 shares of common stock, par value $0.001 per share. The holders of our common stock:

·have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;

·are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

·do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

·are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

We refer you to our articles of incorporation, bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.

Non-cumulative Voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.  

Anti-Takeover Provisions

The State of Nevada has no anti-takeover provisions that may have the affect of delaying or preventing a change in control. 78.378 through 78.3793 of the Nevada Revised Statutes relates to control share acquisitions that may delay or make more difficult acquisitions or changes in our control, however, which only apply when we have 200 or more stockholders of record, at least 100 of whom have addresses in the state of Nevada appearing on our stock ledger and we do business in this state directly or through an affiliated corporation. Neither of the foregoing events seems likely to occur. Further, we do not do business in Nevada directly or through an affiliate corporation and we do not intend to do business in the state of Nevada in the future. Accordingly, there are no anti-takeover provisions that have the affect of delaying or preventing a change in our control.

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ITEM 12.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

Pursuant to the articles of incorporation and bylaws of the corporation, we shall indemnify any person who was, or is threatened to be made, a party to a proceeding by reason of the fact that he or she (i) is or was a director, officer, employee or agent of the Company, or (ii) while a director, officer, employee or agent of the Company, is or was serving at the request of the Company as a director, officer,  employee, agent or similar functionary of another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent permitted under the Revised Statutes of the State of Nevada, as the same exists or may hereafter be amended. Such right shall be a contract right and as such shall run to the benefit of any director or officer who is elected and accepts the position of director or officer of the Company or elects to continue to serve as a director or officer of the Company. The rights conferred above shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, bylaw, resolution of stockholders or directors, agreement or otherwise. Regarding indemnification for liabilities arising under the Securities Act which may be permitted for directors or officers pursuant to the foregoing provisions, we are informed that, in the opinion of the Commission, such indemnification is against public policy, as expressed in the Securities Act and is therefore unenforceable.

ITEM 13.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

See Item 9.01 of this Form 8-K.

ITEM 14.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Report.

ITEM 15.        FINANCIAL STATEMENTS AND EXHIBITS

See Item 9.01 of this Form 8-K.

END OF FORM 10 DISCLOSURE

Item 2.01(f) of Form 8-K states that if the registrant was a shell company like we were immediately before the transaction disclosed under Item 2.01, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. The foregoing Items enumerated 1 through 15 are intended to satisfy and relate such information required by Item 2.01(f) for Form 8-K. The following enumerated Items relate to this current report on Form 8-K.

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ITEM 3.02      UNREGISTERED SALES OF EQUITY SECURITIES.

On September 23, 2011 the board of directors of the Company authorized the issuance of (i) 15,282,120 shares of the Company’s common stock and 6,824,300 share purchase warrants to be exercised within ten years of the date of grant at an exercise price of $0.005 per share to Park Capital Management and (ii) 1,528,212 shares of the Company’s common stock and 682,430 share purchase warrants to be exercised within three years of the date of grant at an exercise price of $0.06 per share to José Aris as a facilitation fee, which authorizations were subject to the terms and conditions of the Agreement and which authorizations were made in reliance upon the exemptions from registration provided by Section 4(2) and Regulation S of the Securities Act.

The Company complied with the exemption requirements of Section 4(2) of the Securities Act based on the following factors: (1) the authorizations were isolated private transactions by the Company which did not involve a public offering; (2) the offerees have access to the kind of information which registration would disclose; and (3) the offerees are financially sophisticated.

Regulation S provides generally that any offer or sale that occurs outside of the United States is exempt from the registration requirements of the Securities Act, provided that certain conditions are met. Regulation S has two safe harbors. One safe harbor applies to offers and sales by issuers, securities professionals involved in the distribution process pursuant to contract, their respective affiliates, and persons acting on behalf of any of the foregoing (the “issuer safe harbor”), and the other applies to resales by persons other than the issuer, securities professionals involved in the distribution process pursuant to contract, their respective affiliates (except certain officers and directors), and persons acting on behalf of any of the forgoing (the “resale safe harbor”). An offer, sale or resale of securities that satisfies all conditions of the applicable safe harbor is deemed to be outside the United States as required by Regulation S.

The Company complied with the exemption requirements of Regulation S by having directed no offering efforts in the United States, by offering common shares and share purchase warrants only to two offerees who were outside the United States at the time of the offering, and ensuring that the offerees to whom the common shares and share purchase warrants were offered and authorized were non-U.S. offerees with addresses in foreign countries.

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ITEM 5.03      AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS

Our board of directors executed a written consent authorizing and recommending that the stockholders approve amendments to our articles of incorporation, as amended, to (i) change the Company’s name from “Montana Mining Corp.” to “ParkVida Group, Inc.” (ii) decrease the Company’s authorized common stock from five hundred million (500,000,000) shares, par value $0.001, to two hundred and fifty million (250,000,000) shares, par value $0.001, without affecting the number of issued and outstanding shares. The Company’s stockholders holding a majority of our voting common stock approved the amendments to our articles of incorporation, as amended, by written consent on June 30, 2011 and authorized its officers to effect the amendments. We have filed the amendments with the Nevada Secretary of State. The amendments are attached hereto as Exhibit 3.1.4.

ITEM 5.06CHANGE IN SHELL COMPANY STATUS

As a result of the Acquisition of JBP described in Item 2.01 of this current report, the registrant is no longer a shell corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.

ITEM 7.01      REGULATION FD DISCLOSURE

The information contained herein includes a press release attached to this current report in Item 9.01 as Exhibit 99.3 which is incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. The press release relates to the Company’s acquisition of JBP. This information is “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. However, this information may be incorporated by reference in another filing under the Securities and Exchange Act of 1934, as amended, or the Securities Act, only if, and to the extent that, such subsequent filing specifically references the information incorporated by reference herein.

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ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.

(a)        Financial Statements of Businesses Acquired.

In accordance with Item 9.01(a), the following financial statements are included herewith:

·JBP’s unaudited financial statements for the six months ended June 30, 2011 and 2010 and audited financial statements for the years ended December 31, 2010 and 2009 are filed herewith as exhibit 99.1.

·The Company’s unaudited financial statements for the six months ended June 30, 2011 and 2010 are included by reference to the Company’s Form 10-Q/A filed on August 26, 2011, with the Commission.

·The Company’s audited financial statements for the years ended December 31, 2010 and 2009 are included by reference to the Company’s Form 10-K filed on March 31, 2011, with the Commission.

(b)        Pro Forma Financial Information.

In accordance with Item 9.01(b), the following pro forma financial information is included herewith:

·Unaudited pro forma financial information for the six months ended June 30, 2011, and unaudited pro forma financial information for the fiscal year ended December 31, 2010, is filed herewith as exhibit 99.2.

(c)        Shell Company Transactions.

The terms of the Agreement were disclosed on Form 8-K as filed with the Commission on August 31, 2010. A copy of the Agreement was attached thereto as an exhibit and is hereby incorporated by this reference. The terms of the amendment to the Agreement were previously announced on Form 10-K as filed with the Commission on March 31, 2011. A copy of the amendment was attached thereto as an exhibit and is hereby incorporated by this reference. All references to the Agreement, as amended, are qualified, in their entirety, by the text of such exhibits.

(d)        Exhibits.

The exhibits hereto are detailed on page 43.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ParkVida Group, Inc.                                                                         Date

By: /s/ Ruairidh Campbell                                                                    September 28, 2011

Name: Ruairidh Campbell

Title: Chief Executive Officer, Chief Financial Officer,

         Principal Accounting Officer and Director

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EXHIBITS

Exhibit No.           Exhibit Description

3.1.1*                     Articles of Incorporation of the Company, formerly known as Aswan Investments, Inc. (incorporated herein by reference from Exhibit No. 3(i) of the Company’s 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 from Exhibit No. 3(i)(b) of the Company’s 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 from Exhibit No. 3(i)(c) of the Company’s 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

3.2*                        By-laws of the Company adopted on December 10, 1999 formerly known as Aswan Investments, Inc. (incorporated herein by reference from Exhibit No. 3(i) of the Company's 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 from Exhibit 10 of the Company’s 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 from Exhibit 10 of the Company’s 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 from Exhibit 10 of the Company’s 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 from Exhibit 10 of the Company’s Form 10-Q as filed with the Commission on August 5, 2009).

10.5*                      Assignment Agreement dated August 26, 2009 (incorporated herein by reference from Exhibit 10 of the Company’s 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 from Exhibit 10 of the Company’s 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 from Exhibit 10 of the Company’s 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 from Exhibit 10 of the Company’s 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 from Exhibit 10 of the Company’s 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 from Exhibit 10 of the Company’s 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 from Exhibit 10 of the Form 10-K filed with the Commission on March 31, 2011).

10.12                      Architectural Design Agreement with Modularis dated May 19, 2010.

10.13                      Service Agreement with Gentium Financial dated October 1, 2010.

10.14                      Consultancy Services Agreement with Select Contracts International dated December 7, 2010.

10.15                      Consultancy Services Agreement with Modularis dated May 4, 2011

10.16                      Consultancy Services Agreement with Modularis dated June 30, 2011

10.17                      Consultancy Services Agreement with Modularis dated July 28, 2011

14*                         Code of Ethics adopted April 14, 2004 (incorporated herein by reference from Exhibit No. 14 of the Company’s Form 10-KSB/A filed with the Commission on April 16, 2004).

21                           Subsidiaries of the Company.

99.1                        JBP’s financial statements and notes for the unaudited periods ended March 31, 2011 and 2010 and the audited periods ended December 31, 2010 and 2009.

99.2                         Pro forma financial information for the periods ended March 31, 2011 and 2010 and for the periods ended December 31, 2010 and 2009.

99.3                        Press release announcing the Company’s acquisition of JBP.

                                *              Incorporated by reference to previous filings of the Company.

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EX-10.12

Exhibit 10.12

Modularis

Arquitectura – Desarrollo - Gerencia

May 19 2010

Mr. Jay Blackmore

Canada

Dear Jay

One more time is a Pleasure to do business with you and your company  in order to meet all your needs we create a custom business proposal covering all your needs in the Dominican Republic, evaluating your Mountain Bike project and your company itself as follows.

The Company “JBP”. C. x A “(Owner, Hotel and tour operator)

At the moment we are managing the transformation to the new company rules in the DR. but we understand and know for a fact that you are going to need a complete full representation in your behave, for that reason we bring to your attention some of the activities we understand you or we have to cover to develop the business and the company itself.

We can arrange to make all this happened but we want to listen to your opinion and plans for all this and then we can make a proposal evaluating your real needs and desires.

Propose Management Office service Activities:

·A fully bilingual professional who act and sing in any public and private activity on behave of JBP, the one responsible of the company and the development of  all the products regarding the tour operation and hotel operation.  Your General Manager in DR

·A physical non exclusive office/ address and phone/fax number in Sto. Domingo.

·A part time bilingual assistant who follow all your orders and inquiries day by day.

·Certified Accounting  service for all economical activities (Open Bank account, Account Management, payroll,  Tax payments and declarations, general payments, book keeping, ETC.) all the accounting service you need to run a company and a Business in the DR.

·Etc.

ARCHITECTURAL PROJECT DESCRIPTION

These project aims to develop the first genuine rural boutique destination mountain biking resort, amidst the mountains, green valleys, and sparse alpine forests of the exotic and easily accessible Dominican Republic.

PARKVIDA will offer bikers the very best payback gravity-fed riding in the world, while supplying all riders essential equipment needs and all the comfort of the “four-star” resort atmosphere, yet with a rural flavor, our objective is to blend with the surroundings developing an architectural sustainable language who make you feel like part of the nature, using resources and materials who enhance all your senses without competing with the beautiful surroundings.

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We understand that all project have they own and specific needs, fortunately we understand and know exactly what you need cause of our experience working with you for all these years and our experience developing other similar projects in the country.

ARCHITECTURAL PROJECT RANGE

We divide the project in activities of different kind to achieve in a logic order to be able to start the development as soon as possible.

A.Phase #1 General conceptual information.

B.Phase #2 Project Draft.

C.Phase #3 Blueprints Production.

D.Phase #4 Sales Materials.

E.Phase #5 Legal.

Phase # 1:  General conceptual information.                    (Execution time 2 week)

We have already go through most of this material , we have a lot of feedback and we are clear with concept of the mountain bike operation and what your costumers need and want to expend spectacular vacations with us here at PARKVIDA.

Phase #2: Project Draft.                                     (Execution time 6 weeks)

With the entire previous information gathering from the owner, plus the one obtain from Modularis team we proceed to make the proposal to all area distribution and general preliminary floor plans.

A.Suggest Final Master Plan (Reception, Central Lodge, General Service Area, Bungalows, Apartments, Roads, Parking Areas, Etc.).

B.Floor plans and elevations for discussion and final adjustment.

·Reception

·Villas and Bungalows

·Outdoor event area

·The Town

·Movie theatre

·Service Rooms

·Central Lodge

·Spa.

·Etc.

Important Notes: 

1.For detail reference see attachment “A” necessity analysis.

2.We are about to design all the architectural development having in mind the development is going to be in different phases, so we can start and end  complete  areas in an orderly manner depending in your developments needs.

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Phase #3: Final Architectural Blueprints.            (Execution time 12 weeks)

When we arrive to a satisfactory conclusion with Phase # 1 and #2 Modularis architectural team proceed to work in detail in each of the described area above preparing all the final blueprints , architectural floor Plans , elevations, sections and details for execution, budgeting and construction.

Phase #4: Sales Material                                   (Execution time 6 weeks)

With phase #3 approved and ready we proceed to prepare all full color material, rendering perspectives to be used in all marketing and publicity materials according to the marketing strategy.

Important Note:

The cost of this 3D Full color material, rendering, etc. is not included in this proposal, when we decide how much of the architectural material we want to use for marketing purposes we proceed with that to make a budget and quotation for those proposes.

Phase #5: Legal                                                    (Execution time 2 weeks)

When we get to a conclusion in all the Architectural development we start  all legal procedures presenting our project to the authorities and applying to all instances that we understand are useful  and mandatory to start our project.

City Hall, Forestry, Ground and Water office, Etc.

General Legal and authorization Procedures, All Government Authorizations, Apply to a tax exemption Law 158-01, Construction Permits, Environmental impact permission, Etc.)

Important Note: For their specific nature all cost for this activities are in the attachment “B” and they are separate from the architectural commitment, this is a special Project Management service.

PHASES SUMARY

Phases	Description	Execution Time
Phase # 1	General conceptual information.	2	Weeks
Phase # 2	Project Draft.	6	Weeks
Phase # 3	Final architectural blueprints.	12	Weeks
Phase # 4	Sales Material	6	Weeks
Phase # 5	Legal	2	Weeks
	Total estimated time of production	28	Weeks

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Business Proposal

In order to Calculate the cost and Price for Architectural honoraries we are about to use the public legal rates as a parameter, this means we are treating you with the lowest rate available for your project in order to continue working with you as partners.

For all the Architectural development normally the law in the Dominican Republic trough the CODIA which is the department that rules all Engineering and architectural activities says to charge a 7% of the total cost of the project, in these case to help you start we propose to charge you a 3.5% for the architectural blueprints only.

To determine the cost for the architectural design we use the estimate square meter from the necessities preliminary analysis and the market construction square meter cost for these type of projects, and the honoraries are as Follows.

The attached preliminary analysis give us an estimate of all the needs for a project like yours, we are not including the roads and their drainage works, or any other architectural design cost, or project management or execution fees.

We understand your minimum construction development is going to be around the 5,000.00 Sqm. and with our experience in Loma Prieta and the market reference we understand the minimum cost per square meter is around US. $ 600.00 to US. $ 700.00 American dollars per Sqm.

With this information we conclude that our architectural honoraries are going to be around US. $113,750.00 American Dollars and we propose a payment facility to help you cover our cost to be paid in the following monthly payment method.

CASH MONTHLY PAYMENT METHOD

MONTHLY PAYMENT	US
MONTH   1 Initial payment	$15,000.00
MONTH   2	$8,000.00
MONTH   3	$8,000.00
MONTH   4	$8,000.00
MONTH   5	$8,000.00
MONTH  6	$8,000.00
MONTH  7	$8,000.00
Final Payment Cash or Land	$50,750.00

In order to give you flexibility in your development we are open to receive the final payment in Land, properties or shares in the project upon discussion in the location of the land or property.

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Important Notes

·This budget not includes any legal or government tax.

·The sing of this document commit both parties to comply with everything detail in all parts.

·All time lines are subject to client compliance with the payment and their feedback in all cases.

·All legal and government activities and permits of any kind are subject to government approval and there for are out of our control, for that reason we don’t guarantee that in any aspect.

·Kick off for architectural works start the day the client sign these document and Modularis receive the initial payment.

·For all Architectural services not mentioned in this proposal the client must sign a new contract and the honoraries and time lines differ to these original ones.

We hope for your approval in order to start and be ready for October 2011.

For: Modularis C. x A.  /s/ Jose Aris   

Jose Aris

Date: 19/May/2010

For: JBP. S.A. / Jay Blackmore.  /s/ Jay Blackmore    

Jay Blackmore

Date: 19/May/2010

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EX-10.13

Exhibit 10.13

SERVICE AGREEMENT

This Service Agreement (this “Agreement”) is entered into as of October 1, 2010, by and between Gentium Financial Corp., a British Columbia corporation (“Center”) and JBP SA, a corporation formed in the Dominican Republic (“Client”).

Center hereby agrees to provide to Client certain services, as designated in this Agreement, and office space dedicated to Client’s use located at 113-4368 Main Street, Whistler‎, British Columbia, ‎V0N 1B4, Canada, (the “Office”), in consideration of and upon and subject to the terms and conditions of this Agreement.

1.         SERVICES. Center shall provide to Client the services specified in Schedule A attached hereto (“Services”) and shall be responsible for the cost of Office utilities except as described in Schedule A in exchange for the fees and charges provided for herein.

2.         FEES AND CHARGES. Client hereby agrees to pay seven thousand, four hundred and fifty Canadian dollars (CAD$7,450) per month for the Services (the “Monthly Services Fee”) and a one-time set-up charge of fifteen thousand Canadian dollars (CAD$15,000) (the “Set-Up Fee”) to equip the Office with suitable furniture, furnishings, decorations and improvements.

3.         PAYMENTS. Client shall pay to Center the Monthly Services Fee, plus applicable sales or use taxes, in advance, on the first day of each calendar month during the term of this Agreement, without deduction, offset, notice or demand. Client shall pay the Center the Set-Up Fee upon execution of this Agreement. Notwithstanding the foregoing, Client shall pay three full months of the Monthly Services Fee upon execution of this Agreement.

4.         USE OF OFFICE. The Client shall be provided with the exclusive use of the Office. Client shall have twenty-four (24) hour per day, seven (7) day per week access to the Office subject to fire, flood or other casualty, acts of God, strikes, lock-outs, labor disputes, shortages of material or labor, or any other cause beyond the control of Center. CLIENT EXPRESSLY ACKNOWLEDGES THAT THIS AGREE­MENT FOR OFFICE USE HEREIN DOES NOT TRANS­FER POSSES­SION TO THE CLIENT, IS NOT INTENDED TO AND SHALL NOT BE DEEMED TO CREATE A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY IN FAVOR OF THE CLIENT, BUT MERELY CREATES A REVOCABLE AGREEMENT IN ACCORD­ANCE WITH THE TERMS HEREOF. This Agreement is subject to and subordinate to the underlying lease of the premises comprising Office (the “Master Lease”). Client acknowledges that it is not a party to, nor shall Client have any rights under the Master Lease, and further acknowledges that, notwithstanding anything to the contrary contained in this Agreement, this Agreement shall terminate simultaneously with the termination of the Master Lease, by any cause or for any reason.

5.         WAIVER. Client acknowledges that due to the imperfect nature of verbal, written and electronic communications and of mail and package delivery systems, neither Center nor any of its officers, directors, employees, shareholders, partners, agents or repre­sentatives shall be responsible for damages, direct or consequential, that may result from the failure of Center to provide the Services. Client agrees that its sole remedy, and Center’s sole obligation, for any failure to render the Services, any error or omission, or any delay or interruption with respect thereto, is limited to an adjustment to Client’s billing in an amount equal to the charge for such service for the duration of the failure, delay or interruption.

Service Agreement

1

6.         DURATION OF AGREEMENT. The term of this Agreement shall commence on October 1, 2010 and shall continue for the twelve (12) month period until September 30, 2011. The Agreement will automatically renew for another twelve (12) month period if not terminated with three (3) month notice of September 30, 2011. Upon the termination of this Agreement, the Client shall cease all use of the Office and Services provided by Center, including removal of all of Client’s personnel and property from the Office, shall surrender all keys, access cards and building passes to Office, and shall cease use of Office’s business address. Client acknowledges that Center will comply with postal service regulations regarding Client’s mail and that, upon termination of this Agreement, it will be Client’s responsibility to notify all parties that its use of the Office address and assigned telephone and facsimile numbers has terminated. For each and every month that Client continues such use after the termination of this Agreement, Client shall pay Center an amount equal to one and one half the monthly fee payable prior thereto.

7.         DAMAGE AND WAIVER.

a.Damage. Client shall comply with Center rules set forth in Schedule B attached hereto and made a part hereof. Without limiting the foregoing, Client will not damage or deface any furnishings, walls, floors or ceilings, nor make holes for hanging pictures or make or suffer to be made any waste, obstruction or unlawful, improper or offensive use of the Office. Client will not cause damage to any part of the Office. At the termination of this Agreement, Client shall leave the Offices in as good condition as when Client commenced the use thereof, normal wear and tear excepted. If the Office is made unusable, in whole or in part, by fire or other casualty, Center may at its option terminate this Agreement upon notice to Client, effective upon such casualty.

b.Waiver and Indemnity. Client, as a material part of the consideration to Center, hereby assumes all risk of damage to property or injury to person in, upon or about the Office arising from any cause whatsoever and, without limiting any other waiver contained in this Agreement, Client hereby waives all claims in respect thereof against Center and the Office’s owner. Client shall indemnify, defend and hold harmless Center and the Office’s owner from and against any and all claims arising from the use of the Office or Services by Client, or from the conduct of Client’s business or from any activity, work or things done, permitted or suffered to be done by Client in or about the Office, or from any default under this Agreement, or from any breach of any representation or warranty made by Client under this Agreement, or from any act or omission of Client, any accident, injury or damage to any person or property in, on or about the Office from any cause whatsoever, and from and against all costs, attorneys’ fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and if any action or proceeding is brought against Center or the Office’s owner by reason of any such claim, upon notice from Center, shall defend the same at Client’s expense by counsel satisfactory to Center. Nothing set forth in this paragraph shall excuse Center from liability for its own reckless, negligent or willful misconduct.

8.         DEFAULT. If Client fails to pay the Monthly Services Fee or the Set-Up Fee as and when due, or defaults in the prompt and full performance of any other provision of this Agreement, and fails to cure any such default within five (5) days after notice from Center, Center may, at its option, pursue any one or more of the following remedies with additional five (5) day notice from Center: (a) Center may cease furnishing any and all Services to Client, (b) Center may terminate this Agreement, including Client’s use of the Office, and (c) Center may pursue any other remedy now or hereafter available to Center. Client agrees to pay all costs and expenses, including reasonable attorneys’ fees, expended or incurred by Center in connection with the enforcement of this Agreement, the collection of any sums due hereunder, any action for declaratory relief in any way related to this Agreement, or the protection or preservation of any rights of Center hereunder.

Service Agreement

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9.         GENERAL PROVISIONS. This Agreement, including its accompanying Schedules, constitutes the entire agreement between Client and Center. Any amendment to this Agreement shall be ineffective unless in writing and signed by both parties. Any waiver of any term of this Agreement shall be ineffective unless in writing and signed by the waiving party. The invalidity or unenforceability of any provision hereof shall not affect the remainder hereof. Center’s failure to enforce any provision of this Agreement shall not constitute a waiver and shall not prevent Center from enforcing any provision of this Agreement in the future. No acceptance of any sum by Center shall be deemed to waive any default of Client or to extend, reinstate or continue the term hereof. This Agreement shall be governed by the laws of the Province of British Columbia applicable to contracts entered into and to be performed in British Columbia. Client represents and warrants to Center that there are no agents, brokers, finders or other parties with whom Client has dealt who are or may be entitled to any commission or fee with respect to this Agreement. All notices hereunder shall be in writing, and shall be deemed to be duly given upon the date of deposit if mailed by a nationally recognized courier service, to the address for such party set forth below such party’s signature. Client may not assign this Agreement to or permit the use of the Office or Services under this Agreement by any person other than Client without Center’s prior written consent in its sole discretion. Center may assign this Agreement and/or any fees hereunder and Client agrees to attorn to any such assignee. If more than one person signs this Agreement as Client, each such person shall be jointly and severally liable for all obligations of Client hereunder.

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first written above.

CENTER:                                                             CLIENT:

Gentium Financial Corp.                                        JBP S.A.

By: /s/ Wolf Fiedler                                                           By: /s/ Jay Blackmore 

Name: Wolf Fiedler                                                           Name: Jay Blackmore

Title: President                                                       Title: President

Address for notices (Center):                                 Address for notices (Client):

Unit B-1972 Como Lake Avenue                          Avenida Lope de Vega #122

P. O. Box 64515                                                    Suite 102

Coquitlam, British Columbia                                 Santo Domingo

V3J 7V7, Canada                                                  Dominican Republic

Service Agreement

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SCHEDULE A

SERVICES

Office Use

Use of the Office includes the use of one (1) telephone, one (1) new, full-feature Apple computer, one (1) high-speed internet connection with unlimited access subject to reasonable bandwidth usage limitations, one (1) high-quality multi-use printer-scanner-fax machine, one (1) reserved parking spot

Business Address

As provided in the Agreement

Telephone and Facsimile Numbers

The following assigned telephone number(s): 

The following assigned facsimile number:      

All long-distance charges will be billed to Client’s account separate from the Services Fee.

Administrative, Marketing and Office Managing Services

A full-time administrative, marketing and office managing staff person serving the Office, pursuant to the terms and conditions of an employment agreement on the terms agreed to by Center and staff person, in a form acceptable to Client.

Service Agreement

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Exhibit 10.13

SCHEDULE B

CENTER RULES

1.         All entrance doors to the Office shall be locked when not in use.

2.         No portion of the sidewalks, doorways, entrances, passages, vestibules, halls, lobbies, corridors, elevators or stairways in or adjacent to the Office shall be obstructed or used for any purpose other than for ingress and egress to and from the Office. No floor, skylight, partition, transom or other opening that reflects or admits light into any place in the Office and no means of access to any building fire escape shall be covered or obstructed by Client. The fire stairs shall be used only for emergency exit purposes.

3.         No foul or noxious gas or odor or substance or combustible fluid or material shall be used, kept or permitted to be used or kept in the offices or conference rooms.

4.         Client shall not bring into, use or keep in the Office, nor suffer or permit to be brought into, used or kept in the Office, any inflammable, explosive or hazardous article of any nature, nor use any source of power other than electricity for lighting or any other purpose.

5.         No curtains, draperies or other hangings or window treatments on or beside the windows which are located in or on the outside of the Offices which are visible from outside the Offices shall be installed.

6.         The Office’s owner has the right to control, maintain and operate the public and common areas of the Office property in such manner as it deems best for the benefit of the tenants, occupants and users of the Office property.

7.         Client shall solicit no business in the common areas, nor distribute handbills or other advertising matter in the common areas, nor place the same in or on automobiles in any parking area serving the Office. Center reserves the right to, but shall not have the duty to, exclude or eject from the Office all solicitors, canvassers and peddlers, or any person who, in the judgment of Center’s building manager or employee in charge, is under the influence of liquor or drugs, or any person who shall in any manner do any illegal act or any act in violation of any of these rules.

8.         Client shall not (a) attach or permit to be attached additional locks or similar devices to any door or transom of any office or conference room, (b) change existing locks or the mechanism thereof, or (c) make or permit to be made any keys for any door thereof other than those provided by Center.

9.         Water shall not be left running except when in actual use. Lavatory and other plumbing equipment shall not be used for any purpose other than that for which it is intended, and no rubbish, papers or other foreign substances may be thrown therein.

10.       Smoking is prohibited in all public and private areas of the Office.

Service Agreement

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EX-10.14

Exhibit 10.14

CONSULTANCY SERVICES AGREEMENT

This Consultancy Services Agreement (“the Agreement”) is made on 7th December, 2010 by and between Select International Ltd dba Select Contracts (“SC”), a company organized under the laws of the United Arab Emirates (UAE) and JBP S.A (“JBP”) a company organized under the laws of the Dominican Republic.

Collectively known as the Parties to this Agreement.

WHEREAS JBP desires to engage SC to provide specialist Consultancy Services for the provision and incorporation of the software & know-how for the Concept Design, Detailed Design, Project & Development Management and Pre-opening Management for ParkVida in Loma Prieta, Santiago, Dominican Republic including all deliverables in Schedule C, at a fixed price and delivery schedule.

AND WHEREAS SC desires to provide such services to JBP.

NOW THEREFORE, for good and valuable consideration, the parties hereto agree as follows:

1.         INTERPRETATION

1.1       Definitions – In this Agreement, unless the context otherwise requires:

a)    “Consultancy Services” means the services in connection with the Concept Design, Detailed Design, Project & Development Management and Pre-opening Management, software & knowhow (“the know-how”) to be developed by SC pursuant to this Agreement.

b)    “Project Cost” means all of the costs and expenses for supplying the Consultancy Services.

c)    “Project Schedule” means the work schedule required for completion of the Consultancy Services.

d)    “Site” means the ParkVida Resort located near Loma Prieta, Santiago, Dominican Republic.

e)    “Scope of Work” means all categories of Consultancy Services required under this Agreement.

f)    “Request for Information” (RFI) means information to be provided by JBP to SC in order that SC may proceed with the supply of the Consultancy Services

1.2       Governing Law – This Agreement shall be governed and construed in accordance with the laws of the Dominican Republic.

1.3       Headings – The headings in this Agreement are for convenience only and shall not affect its interpretation.

1.4       Severability – If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or in part, this Agreement shall continue to be valid as to the other provisions hereof and the remainder of the affected provision.

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1.5       Schedules – The following Schedules form a part of this Agreement:

Schedule “A” Request for Information

Schedule “B” Project Schedule

Schedule “C” Scope of Work

Schedule “D” Consultancy Fees

2.         SCOPE OF WORK

2.1       JBP appoints SC to undertake the Concept Design, Detailed Design, Project & Development Management and Pre-opening Management, Software and Know-How for the ParkVida Resort in accordance with the Project Schedule, for use at the Site and for the Consultancy Fees.

3.         PRICE

3.1       Consultancy Fees - The Consultancy Fee is US$1,126,000 and SC will undertake for a fixed price the Consultancy Services as defined in and in accordance with this Agreement.

4.         PAYMENT

4.1       Net Funds – JBP shall be responsible for all costs incurred for the transfer of funds including taxes, levies and fees, which may be charged on said transactions

4.2       Method of Payment – Payments due by JBP to SC hereunder shall be made by electronic wire transfer to such bank account of SC as they may provide from time to time.

4.3       Terms & Conditions of Payment – Payments due by JBP to SC shall be as defined in this Agreement.

5.         TERMINATION

5.1       Termination – Either party shall have the right to terminate this Agreement if the other party should breach any term or condition of this Agreement or fail to perform any of its obligations hereunder, and such breach or failure is not rectified within 30 days after notice thereof in writing from the first mentioned party to the other. Any costs and/or expenses incurred up to and including the date of termination will be payable by JBP to SC.

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IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the day and year first above written.

JBP S.A c/o Bufete Mejia-Ricart & Associates Av. Bolivar #74 Gazcue, Santo Domingo, Dominican Republic 10205 Tel: +809 476 7474 Fax: +809 476 7501	Select Contracts 508 Fairmont PO Box 282284 Dubai UAE Tel: +971 4 311 6697 Fax: +971 4 332 8810
By: /s/ Jay Blackmore	By: /s/ Chris Sutton
Name: Mr. Jay Blackmore	Name: Mr. Chris Sutton
Title: President	Title: CEO
Witnessed by:	Witnessed by:
Name:	Name:
Title:	Title:

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SCHEDULE “A”

REQUEST FOR INFORMATION

1.              Site plan with boundaries and contour plans (CAD);

2.              All existing feasibility studies, market studies, business plans for the ParkVida Resort;

3.              CAD plans for the existing master plan and architectural plans for the project that have been completed to date.

3.              Building restrictions for the site.

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SCHEDULE “B”

PROJECT SCHEDULE

From (a) the date of both Parties signing this Agreement and (b) the receipt of the first payment as called for in this Agreement and (c) when SC is in possession of information in Schedule A, SC agrees to complete the concept design in 10 weeks, the detailed design intent in 16 weeks and then provide project management services for a period of 12 months starting from the commencement of the detailed design intent and pre-opening management services for a period of 6 months, commencing 6 months prior to planned soft opening.

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SCHEDULE “C”

SCOPE OF WORK

Conceptual

Design                         The conceptual design phase will take the project from its current vision through to a complete set of conceptual drawings.

The concept design phase will commence with the evaluation of the existing market study and a reassessment of the existing business plan to ensure the correct components are included in the project. The component matrix is then formulated from these assessments.

The brand development is crucial to the identity of the development as a whole, and this commences at the concept stage of the project.

Once the fundamentals of the business plan are established and developed, a set of conceptual drawings will be created, to include a conceptual block master plan and conceptual footprints of the overall site, as well as specific renderings of the key areas with intentions of the overall design of the project.

A draft timeline for the development through the various phases will be interlinked closely with the business plan and once the entire concept is completed, a document will be produced, which will form the basis of all presentations to investors and stakeholders of the project.

Project Initiation        An initial meeting or conference call will be arranged to discuss everyone’s thoughts on the project and to brainstorm ideas. The minutes of the meeting will then be circulated for further comments and finalisation.

Project Design Brief  A project design brief will be created for internal circulation. This will be formulated as a result of the project initiation discussions, and will also include details on the conceptual design phase schedule.

                                    Once the clients have approved the design brief, our project team will be able to have the direction necessary to complete the remaining deliverables in a systematic and planned way.

Market Study             Evaluate the existing market study to assess the market and use these findings and assessments to formulate all aspects of the project, quantities etc.

Brand Identity            Oversee preliminary branding to be completed by an agency in Dominican Republic.

Component Matrix    A component matrix will be developed for the entire project. This will outline each of the elements contained within the development, providing a descriptive and pictorial representation of the vision.

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                                    The component matrix will outline the best mix of facilities as a result of the findings from the market and feasibility study. An area approximation will be drawn up for each area, which will support the block masterplan.

Trail Design

Oversight                   Oversight of the trail design with your chosen trail design company, all liaison and control of that company and Select Contracts will incorporate their trail design into the overall development.

Block Master Plan     The block master plan will outline the physical location and areas for each component of the matrix. This will then form the basis of the conceptual master plan.

Concept Design

Interim Project

Review                        An interim project review will be conducted between the clients and the project team, to present the work conducted to date and to provide a constructive review and offer feedback on the brand development, component matrix and block masterplan. These deliverables will then be finalized and ready for final presentation at the end of this project phase.

All subsequent deliverables will then be worked on as a result of the interim project review.

Conceptual Master

Plan                            The conceptual masterplan will incorporate the basics of the block plan and detail each of the components up to an accurate scale, with a proportioned layout plan. The location of roads, activities, buildings, plots and services will all be positioned as accurately as possible, taking into consideration the geographic make up of the site.

                                    At this stage of the project, all elements and components will have been considered from a financial perspective, and the location will also have the benefit of the input from our operations team. This way, the project can be planned accurately from the start with minimal operational changes in the later stages of the development.

Concept Artwork       The conceptual artwork created will give the project a glance at the vision we are trying to create for the development. Our imagineers will create conceptual renderings to show the project concept with intentions of the overall theme of the project.

                                    The renderings will show an overall perspective of the development as well as key areas and can either be digitized or artistic.

Timelines                    A level one timeline will be produced, which estimates the schedule for the key project phases through to completion. As the project progresses, more detailed timelines will be produced, but at this stage, an overview can only be created.

Business Plan              A preliminary ten-year business plan will be developed to include cash flows, IRR and ROIs. The business plan will consider the existing business plan that has

been created, however, the revised business plan will be more detailed and will address:

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·Development Expenditure Budget: Initial capex budget using estimates for building and construction costs, each of the main component elements, equipment cost, professional services, installation and pre-opening expenditure.

·Draft Operating Budget: Draft budgets with estimates for staffing, consumables, marketing, repairs and renewals will be prepared as well as budgets for main operating costs.

·Draft Revenue Plan: The draft revenue plan will outline the anticipated revenues of the development as determined by the component matrix.

·Cash Flow: Ten year cash flows are predicted as part of the financial assessment.

Concept Document    The concept document is a single document that includes all the deliverables of this phase of the project and will contain the brand and visual language as well as conceptual renderings and illustrations of each of the components within the project. It is the creative template for the resulting project.

                                    This document, along with the business plan, will form the basis of all presentations to investors and stakeholders in the project and will completely define the project.

Project Review           The first presentation is given at the completion of the conceptual design phase. We take all comments on board and review the project to ensure that the design, layouts, positioning and business plan are finalized as per clients expectation.

Final Presentation      The final presentation of the conceptual design phase incorporates all changes as called for in the project review.

Detailed Design

Intent Deliverables     Once the conceptual design has been completed, we will gather all the aspects of the project and complete detailed design intent drawings that can be passed onto the contractors for the build out to commence.

At the same time as doing the design work, we will be updating the capital expenditure and business plan so that the budgets can all be approved once the detailed design intent has been signed off.

At all times during this phase, careful consideration will be given to utilizing environmentally friendly, sustainable and green technology and finishes.

Project Review           A meeting with the clients to review the conceptual design document and associated business plan and discuss the route forward concerning all aspects of the detailed design intent and to ensure all client expectations are met and deliverables clearly understood for the project.

Drawing Register       A register will be compiled for all aspects of the project and contain a list of all drawings and plans that will be produced associated with the development.

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Dimensional

Footprint                    A fully detailed dimensional plan will be supplied for the footprint of the development. This plan will identify the exact dimensions of each aspect of the project at this stage.

Detailed Plans            Every aspect of the development will have detailed architectural plans and specifications from which we will be able to tender to contractors except for the hotel aspect of the project that is being completed by your own architects in DR. During this phase, we will be liaising closely with this company on their proposed layouts and we will guide them on your behalf.

Ground Finishes Plan A detailed plan will be produced to outline the route, style, finish and materials required for infrastructural and way finding aspects of the project, which will include all roads and footpaths.

Back of House

Design                         A document outlining the back of house requirements showing the location dimensions and set up of all management offices, operations rooms, cash handling area, distribution warehouse, laundry, delivery areas, service yards, mechanical and motor rooms and all other support areas of the project.

Food & Beverage

Layouts                      Individual design specifications for each of the restaurants and bars that will outline the style, theme, capacity, location and products on offer. It will detail an indicative seating plan and the front of house and back of house layout requirements for the project.

Mood Boards             Mood boards will be produced to provide a realistic impression of the style, colours and finishes which are expected. This will ensure the clients’ expectations are achieved and will be used to assist contractors to understand the required finishes.

Landscaping               The project will have a landscaping concept document created detailing all hard and soft landscaping requirements. This will be used as a basis for tendering to landscaping contractors. This will also incorporate the helicopter pads at the base and at the top of the mountain.

Trail Design               Liaise with your existing trail designers to ensure that the operational flow is correct and that the trails link in with the base resort infrastructure.

Signage Design

& Location Plan         A floor plan of all public and back of house areas within the project will be marked up showing all directional signage.

Indicative Power

Requirements             A set of drawings will be produced to outline the power requirements for all buildings, services and activities.

IT & Data Plan          A detailed document listing out the IT and telecommunication requirements, including the location, type and quantity of network connections and all cabling and wireless access points for the development.

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Lighting Intent           Lighting for all indoor and outdoor environments will be planned to intent stage. This document will outline all lighting requirements, specifications and positions as well as outline the general lighting mood and fixture intent descriptions. The document will then be the basis for the tender documents to lighting consultants.

AV Requirements      A complete set of audio and visual recommendations and requirements of all areas within the project depending on the operating strategy and envelope.

RFID Plan                  A detailed document listing out RFID requirements to encourage safe and secure transactions and cashless spending. This will be linked to an online system for offsite monitoring and revenue checks by the owners.

Indicative Program   The indicative programme will outline the schedule and requirements from start and completion dates for the construction design, project construction, branding and marketing and pre-operations of the project, all the way through to completion, soft opening and grand opening.

Activities Raison

D’etre                         Each activity chosen will have a specification document that details the style, theme, capacity and location. It will also detail its importance and requirement as part of the complete resort package.

Uniform Design          A detailed document will outline the uniform requirements for all areas of the project. This will include designs for all front line staff as well as back of house staff.

Sponsorship

Document                   A detailed sponsorship document will be created which outlines opportunities for the development, once operational. This document will determine the type of sponsorship available, the proposed costs and the benefits associated for all parties. Secondary and tertiary sponsorship packages will also be outlined for the project.

Updated Business

Plan                            The initial business plan and capex produced during the conceptual design stage will be reviewed and amended to account for the various decisions being made throughout the design intent stage.

Detailed Design

Review                        Select Contracts will meet with the clients to review the detailed design and agree on all drawings and specifications. Once the clients sign-off the drawings, these will be used to form the basis of construction documents and tender packages during the construction phase of the project.

Progress Reports       Select Contracts will update the clients with the progress of the design intent at the end of each month, with progress reports, which will highlight the key areas of the project phase.

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Project &

Development

Management              With a set of detailed drawings and a financially and operationally viable project, our project management team will ensure that the management of the process on and off site is smooth and client friendly.

                                    Select Contracts’ development and project managers continuously monitor the onsite construction process and will be in regular contact with the client, reporting on financial, schedule and general project particulars. 

Site Preparation

Requirements             A detailed document providing information identifying the key items which will need to be addressed at the onset of the development.

Marketing &

Branding                    Oversee the chosen marketing & advertising agency in Domincan Republic and guide them to finalizing a branding platform for launch.

Site Office

Requirements             A drawing will be prepared outlining the requirements for the project site office, which will accommodate the various consultants and contractors required for the development. A marketing office will be designed and detailed which will be used for marketing, presentations and VIP site visit purposes.

Client Management   Select Contracts will act as the project and development managers for the site and be the main liaison between the clients and the contractors from the start of the project through to completion. Select Contracts will be the main point of contact with all consultants, contractors and vendors to the project and will represent the client’s interest at all times.

Consultant &

Main Contractor

Appointment              Select Contracts will award all contracts pertaining to the Project including, but not limited to MEP contractors, structural contractors, fabrication companies, infrastructure contractors, earth moving companies, equipment suppliers, interior designers, trail designers, external architects etc with the approval of the clients. Select Contracts will oversee and assist the clients in reaching a decision on the appointment of all contractors on the basis of a bidding report.

Contractors Briefing Select Contracts will supply all contractors with a project brief so that they are ready to move once the project is fully capitalised. This will include copies of the relevant sections of the masterplan and design drawings.

Site Meetings              Select Contracts will chair the co-ordination meetings of all contractors and their consultants and provide minutes to all participants and the clients.

Project Monitoring &

Coordination              Select Contracts will monitor time lines for completion of contracts and will update construction timelines ready for when the project goes ‘live’.

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Project Approvals      Select Contracts will co-ordinate the approval process between the contractors and any municipality or regulatory authority for obtaining approvals prior to the project going live.

Equipment

Procurement              Select Contracts will co-ordinate the preparation of the bid packages to obtain the quotes and/or proposals for all equipment and attractions to be supplied to the project.

Budget Tracking        Select Contracts will track all line items to ensure they are within the approved budget.

Schedule Tracking     Select Contracts will track the project schedule on a regular basis and provide the clients with a compliance report.

Project Library          Select Contracts will maintain a library of samples, technical literatures, presentation documents, contracts and reports submitted by consultants, suppliers, contractors etc., in the project office located on site.

Monthly Progress

Report                        Select Contracts will present a consolidated monthly progress report to the clients on all areas and issues of the project.

Project

Presentations              Select Contracts will present to investors, banks and government members when available and will update the presentation as required and as the project moves forwards.

Pre Opening

Management              The pre-opening management phase will run concurrently with the construction schedule. This is an extremely crucial phase and assures a timely opening, smooth operation and success to the overall project.

                                    The pre-opening management team will oversee the management and staff recruitment, training, establishment of personnel procedures and employee manuals, sourcing of staff accommodation, uniform development, administrative and operational systems, corporate structure, advertising and marketing plans, development of corporate image, cash handling procedures, insurance, safety procedures, evacuation & maintenance procedures and operations manuals for the project.

                                    The development of a corporate event strategy and a sales team to structure events, groups, parties, bus tours, day trips, social events and other group business to fill soft periods and maintain high occupancy. Pre opening responsibilities also include capitalizing on the history of the area by organizing local outings to other attractions and developing partnerships to create a new era of leisure and attractions specifically for the project.

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Pre Opening Budget   The first step in this process will be to create a pre-opening budget for client approval. This will determine all aspects of monetary requirements through to opening. This will include staffing, marketing, printing, travel expenses, uniform costs, insurance, POS systems etc. This will be a detailed budget for approval with the clients.

Operations Budget     Once the project moves closer to the soft opening, the pre-opening team will establish an operations budget, which will include all financial requirements relating directly to the day to day operations of the project. This will be a detailed budget for approval with the clients.

Recruitment               The coordination and implementation of a recruitment plan for the relevant management team and front line workers. Set up job descriptions, employee manuals and implement a payroll and benefit system for all staff members of the project.

Training                     The coordination and implementation of training requirements and a training program for all staff of the project, to include the management and incorporate safety procedures, maintenance procedures, staff moral and site management. Specific programs on guest service will be implemented and monitored, as well as the introduction of an employee incentive and rewards program. 

OTM Manuals            The creation and implementation of operation, training & maintenance manuals for all aspects of the project. These will include a General Operations Manual; an Employee Handbook; Equipment Manuals; Financial Controls and Accounting Procedures; and a Health & Safety Supplement.

Health, Safety &

Risk Assessments       A complete risk assessment will be conducted on all elements of the project; a Health and Safety Policy will be developed; Training requirements will be determined for all employees; CPR/First aid training requirements to be determined; Fire evacuation plans prepared in conjunction with the local fire officials; and the creation of incident/accident forms.

Pricing

Documentation           The project will be benchmarked against similar facilities throughout the region and the preparation of a complete pricing document pertaining to all services, entrance fees and packages will be developed.

Operations Strategy  The preparation of an operations strategy for how the individual components will integrate themselves into other aspects of the development, and how the management will operate and control the Project, with attention to administrative procedures; admissions, ticketing and revenues; retail; staffing; safety; guest services; accounting and bookkeeping; reporting and accountability; maintenance; cleaning; and risk management.

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Operational

Programming            Select Contracts will develop and implement specific operational programs for the project specific to special events, promotional events, themed events, live music, bike competitions, live bands and special offers to name but a few.

Travel &

Tour Operators         Select Contracts will invite travel and tour operators to the facility pre-opening for them to understand the product. Select Contracts can also man a stand at the key travel shows in Europe and US to promote awareness of the project pre-opening. Finally, contracts with DMC’s will be created to promote the project as much as possible.

Reporting Procedures            Develop a reporting procedure for all management and staff associated with the project. This will include the operational organization chart as well as senior communications structure.

Systems Set Up           Seek out and recommend appropriate booking systems; Ticketing; POS; cashless entry systems; IT equipment; radio communication; activity equipment and ensure the implementation and training is given to the relevant staff.  

Insurance

Requirements             Initiate the insurance requirements for the project and seek out proposals for submittal to the clients and act as advisors to the clients in selecting the most suitable proposal. Specific waivers or release requirements that pertain to the project and other attractions will be designed for legal approval and implementation.

Pre-Opening &

Management Team    Provide a pre-opening management team to pre-open the project, and to hand over to the ongoing management team, once open. A soft opening and grand opening strategy will be developed to provide maximum attention to the project, whilst allowing the operations to delicately guide the development through its infancy.

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SCHEDULE “D”

CONSULTANCY FEES

The consultancy fees for the ParkVida Resort located in Loma Prieta, Santiago, Dominican Republic will include all deliverables as set out in Schedule C of this contract.

A lump sum fee will be US$1,162,000 payable on the following payment schedule:

Mobilization fee, due upon signing contracts                                       US$71,250.00

On completion of the concept design phase                                        US$23,750.00

The project can stall at this stage if required in case funding has not been finalized and it will not deem to re-commence until the next payment has been made to SC by JBP, thereby committing JBP to finalize the rest of the payments in this Agreement.

On commencement of the detailed design intent phase                                   US$133,000.00

1 month after commencement of detailed design intent                                   US$77,833.00

2 months after commencement of detailed design intent                                 US$77,833.00

3 months after commencement of detailed design intent                                 US$77,833.00

4 months after commencement of detailed design intent                                 US$77,833.00

5 months after commencement of detailed design intent                                 US$77,833.00

6 months after commencement of detailed design intent                                 US$77,833.00

7 months after commencement of detailed design intent                                 US$77,833.00

8 months after commencement of detailed design intent                                 US$77,833.00

9 months after commencement of detailed design intent                                 US$77,833.00

10 months after commencement of detailed design intent                               US$77,833.00

11 months after commencement of detailed design intent                               US$77,833.00

12 months after commencement of detailed design intent                               US$77,833.00

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In addition to the fees above, JBP are responsible for providing;

a)Transportation (to and from airport and around local area) for the SC staff when they are in Dominican Republic

b)Cover the costs of all economy class flights, minimum 4 star accommodations and subsistence for any pre-approved business trips that SC are required to make on behalf of the project

c)Accommodation on site for the duration of the Agreement (when required)

d)Furnished office on site during the entire Agreement with phone, fax and internet.

PAYMENT TERMS

All payments are required to be made in strict accordance with the Payment Schedule as detailed herein and will be due and payable within 7 days from the invoice presented by SC.

Select Contracts reserves the right to withhold its services should fees from a previous invoice be unpaid after 15 days of submission.

All fees and costs quoted are in US Dollars and are exclusive of all applicable local taxes and foreign taxes/duties if any.

CHANGE ORDERS

Any changes to the Scope of Work as detailed herein may incur additional costs and will be in addition to the total fees due. In any such event, SC will issue JBP with a written notification for the Change Order and relevant additional costs to be incurred by JBP.

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EX-10.15

Exhibit 10.15

CONSULTANCY SERVICES AGREEMENT

This Consultancy Services Agreement (“the Agreement”) is made on 5th May, 2011 by and between Modularis (“MOD”), a company organized under the laws of the Dominican Republic (DR) and JBP S.R.L (“JBP”) a company organized under the laws of the Dominican Republic.

Collectively known as the Parties to this Agreement.

WHEREAS JBP desires to engage MOD to provide Schematic Design & Construction Drawings for ParkVida in Dominican Republic including all deliverables in Schedule C, at a fixed price and delivery schedule.

AND WHEREAS MOD desires to provide such services to JBP.

NOW THEREFORE, for good and valuable consideration, the parties hereto agree as follows:

1.         INTERPRETATION

1.1       Definitions – In this Agreement, unless the context otherwise requires:

a)    “Consultancy Services” means the services in connection with the Schematic Design, Architectural Drawings & knowhow (“the know-how”) to be developed by MOD pursuant to this Agreement.

b)    “Project Cost” means all of the costs and expenses for supplying the Consultancy Services.

c)    “Project Schedule” means the work schedule required for completion of the Consultancy Services.

d)    “Site” means the ParkVida site located at Loma Prieta, Near Santiago, Dominican Republic.

e)    “Scope of Work” means all categories of Consultancy Services required under this Agreement.

f)     “Request for Information” (RFI) means information to be provided by JBP to MOD in order that MOD may proceed with the supply of the Consultancy Services.

g)     “Project Funding” means when the project receives funding from an outside source to enable the project to breakground.

1.2       Governing Law – This Agreement shall be governed and construed in accordance with the laws of the Dominican Republic.

1.3       Headings – The headings in this Agreement are for convenience only and shall not affect its interpretation.

1.4       Severability – If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or in part, this Agreement shall continue to be valid as to the other provisions hereof and the remainder of the affected provision.

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Exhibit 10.15

1.5       Schedules – The following Schedules form a part of this Agreement:

Schedule “A” Request for Information

Schedule “B” Project Schedule

Schedule “C” Scope of Work

Schedule “D” Consultancy Fees

2.         SCOPE OF WORK

2.1       JBP appoints MOD to undertake the Consultancy Services for the ParkVida site in accordance with the Project Schedule, for use at the Site and for the Consultancy Fees.

3.         PRICE

3.1       Consultancy Fees - The Consultancy Fee is US$95,400 and MOD will undertake for a fixed price the Consultancy Services as defined in and in accordance with this Agreement.

4.         PAYMENT

4.1       Net Funds – JBP shall be responsible for all costs incurred for the transfer of funds including levies and fees, which may be charged on said transactions.

4.2       Method of Payment – Payments due by JBP to MOD hereunder shall be made by electronic wire transfer to such bank account of MOD as they may provide from time to time.

4.3       Terms & Conditions of Payment – Payments due by JBP to MOD shall be as defined in this Agreement.

5.         TERMINATION

5.1       Termination – Either party shall have the right to terminate this Agreement if the other party should breach any term or condition of this Agreement or fail to perform any of its obligations hereunder, and such breach or failure is not rectified within 30 days after notice thereof in writing from the first mentioned party to the other. Any costs and/or expenses incurred up to and including the date of termination will be payable by JBP to MOD.

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IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the day and year first above written.

JBP S.R.L c/o Bufete Mejia-Ricart & Associates Av. Bolivar #74 Gazcue, Santo Domingo, Dominican Republic 10205 Tel: +809 476 7474 Fax: +809 476 7501	Modularis Av. Lope de Vega No.22 Edificio Ratava 1er Nivel, Suite 202 Santo Domingo Republica Dominica Codigo Postal 10514 Tel: +1 809 567 5437
By: /s/ Jay Blackmore	By: /s/ Jose Aris
Name: Jay Blackmore	Name: Jose Aris
Title: President	Title: President
Witnessed by: /s/ Carrie Blackmore	Witnessed by: /s/ Manuel Mendez
Name: Carrie Blackmore	Name: Manuel Mendez
Title:	Title: Architect

Modularis Schematic Design & Architectural Drawings Services

Modularis Schematic Design

& Architectural Drawings Services     

3

Exhibit 10.15

SCHEDULE “A”

REQUEST FOR INFORMATION

Modularis has all information needed for this assignment.

Modularis Schematic Design & Architectural Drawings Services

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SCHEDULE “B”

PROJECT SCHEDULE

MOD warrants that they commenced the services in Schedule C, part 1 on March 10^th, 2011 and that the first draft will be available for comment no later than 6^th May, 2011.

MOD understands that the services in Schedule C, part 2 will not commence until JBP requests the commencement of the deliverables in writing and that once requested MOD will finalize all deliverables in 12 weeks. It is further understood that if JBP does not request the commencement of the services in Schedule C, part 2 within 180 days from signature of this agreement, that this agreement will become null and void and a re-negotiation will have to occur when JBP does request the services from MOD. If such a circumstance does occur, MOD will use their best efforts to honor the fees outlined in this agreement.

Modularis Schematic Design & Architectural Drawings Services

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SCHEDULE “C”

SCOPE OF WORK

Part 1- Schematic Design

Schematic design takes the chosen concept and details all aspects of the buildings to incorporate floorplans, cross sections and elevations for the client and operator to check through. MOD to make any changes as the client and operator advises and once finalized, client to sign off all drawings ready for planning permission to be obtained. The signed off schematic design then becomes the basis for the construction drawings to be stared on the approval from client.

Drawings to include (but not exhaustive) include floorplans, sections and elevations for all of the following areas.

1. BACK OF HOUSE BUILDING

            A.1      GENERAL STORAGE

            A.2      LAUNDRY & HOUSEKEEPING

            A.3      MAINTENANCE & GARDENING

            A.4      STAFF ACCOMODATION

            A.5      APARTMENT FOR TOP MANAGEMENT

            A.6      APARTMENT MANAGEMENT

            A.7      STUDIO APARTMENT

            A.8      SHARED ROOMS

            A.9      STAFF KITCHEN AND COMUNAL AREA

            A.10    STAFF LOCKER ROOM

            A.11    BOH OFFICES

            A.12    MEDICAL ROOM

2. MAIN LODGE

B.1       RECREATION LOBBY

B.2       MANAGEMENT OFFICES

B.3       BATHROOMS

B.4       COFFEE SHOP

B.5       GAMES ROOM

B.6       LIBRARY

B.7       RETAIL

B.8       COVERED TERRACE

B.9       GYM

B.10     CHANGING ROOM

B.11     CONFERENCE ROOM

B.12     BREW PUB

B.13     CIGAR LOUNGE

Modularis Schematic Design & Architectural Drawings Services

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B.14     RESTAURANT

B.15     RESTAURANT BATHROOMS

B.16     KITCHEN

B.17     KITCHEN STORAGE ROOMS

3. SWIMMING POOL & DECKING

C.1       POOL

C.2       DECK

4. ACTIVITY HOUSE

5. BIKE CENTER

E.1       RETAIL STORE

E.2       RENTAL & WORKSHOP

6. COFFEE PLANTATION HOUSE

7. COFFEE FARM BUILDING

8. ROOMS

H.1      HOTEL COTTAGES

H.2      RIVER LODGING

H.3      VALLEY LODGING

H.4      TREE HOUSES

H.5      PATHWAYS

9. SNACK HUT

10. SPA

J.1        SPA BUILDING TO INCLUDE RECEPTION, YOGA ROOM, CHANGING AREAS AND BATHROOMS

J.2        SPA BUILDING/ SINGLE

J.3        SPA BUILDING/ DOUBLE GAZEBOS

J.4        OUTSIDE DECKING

J.5        PATHWAYS

11. RIVER LODGE & POOL

K.1      RECEPTION LOBBY

K.2      BATHROOMS

K.3      COVERED TERRACE

K.4      CHANGING ROOM

K.5      RESTAURANT

K.6      KITCHEN

K.7      KITCHEN STORAGE ROOMS

Modularis Schematic Design & Architectural Drawings Services

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Part 2 – Construction Drawings

On approval of the Schematic Design and upon approval to proceed with the construction drawings phase of this Agreement, MOD to take the signed off Schematic Design and complete all aspects of the drawings needed for the construction (blueprints). This includes all final architectural plans, final sections, final elevations, specifications for aspects of the architectural design and finalization of all floor and wall finishes, hardware and joinery finishes for all areas of the project.

MOD to provide all drawings and documents needed for construction companies to build all aspects of the resort excluding downhill biking trails, cross country trails, zip lines and chairlift.

Modularis Schematic Design & Architectural Drawings Services

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SCHEDULE “D”

CONSULTANCY FEES

The consultancy fees for the Consultancy Services will include all deliverables as set out in Schedule C of this Agreement.

A lump sum fee will be US$95,400 payable on the following payment schedule:

On project funding (estimated to be between 45 and 90 days)                                                $19,080*

*If project funding does not occur. JBP hereby agree that this first payment amount must be paid to MOD as 50% in cash and the second 50% either as a staged payment plan, exchange of $US$9,540 into equity in the project or land given to MOD at the same value as US$9,540 at the land purchase price rates.

On written approval to proceed with construction drawings                US$19,080

4 weeks after approval to proceed with construction drawings                        US$19,080

8 weeks after approval to proceed with construction drawings                        US$19,080

After project review of construction drawings                                     US$9,540

After final presentation and hand over of construction drawings                    US$9,540

PAYMENT TERMS

All payments are required to be made in strict accordance with the Payment Schedule as detailed herein and will be due and payable within 30 days from the invoice presented by MOD except for the first payment as outlined above.

All fees and costs quoted are in US Dollars and are inclusive of any taxes.

CHANGE ORDERS

Any changes to the Scope of Work as detailed herein may incur additional costs and will be in addition to the total fees due. In any such event, MOD will issue JBP with a written notification for the Change Order and relevant additional costs to be incurred by JBP prior to any expense occurring.

Modularis Schematic Design & Architectural Drawings Services

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EX-10.16

Exhibit 10.16

CONSULTANCY SERVICES AGREEMENT

This Consultancy Services Agreement (“the Agreement”) is made on 30th June, 2011 by and between Modularis (“MOD”), a company organized under the laws of the Dominican Republic (DR) and JBP S.R.L (“JBP”) a company organized under the laws of the Dominican Republic.

Collectively known as the Parties to this Agreement.

WHEREAS JBP desires to engage MOD to provide Planning Services for ParkVida in Dominican Republic including all deliverables in Schedule C, at a fixed price and delivery schedule.

AND WHEREAS MOD desires to provide such services to JBP.

NOW THEREFORE, for good and valuable consideration, the parties hereto agree as follows:

1.         INTERPRETATION

1.1       Definitions – In this Agreement, unless the context otherwise requires:

a)    “Consultancy Services” means the services in connection with the Planning Services & knowhow (“the know-how”) to be developed by MOD pursuant to this Agreement.

b)    “Project Cost” means all of the costs and expenses for supplying the Consultancy Services.

c)    “Project Schedule” means the work schedule required for completion of the Consultancy Services.

d)    “Site” means the ParkVida site located at Loma Prieta, Near Santiago, Dominican Republic.

e)    “Scope of Work” means all categories of Consultancy Services required under this Agreement.

f)    “Request for Information” (RFI) means information to be provided by JBP to MOD in order that MOD may proceed with the supply of the Consultancy Services.

1.2       Governing Law – This Agreement shall be governed and construed in accordance with the laws of the Dominican Republic.

1.3       Headings – The headings in this Agreement are for convenience only and shall not affect its interpretation.

1.4       Severability – If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or in part, this Agreement shall continue to be valid as to the other provisions hereof and the remainder of the affected provision.

Modularis Planning Service

1

1.5       Schedules – The following Schedules form a part of this Agreement:

Schedule “A” Request for Information

Schedule “B” Project Schedule

Schedule “C” Scope of Work

Schedule “D” Consultancy Fees

2.         SCOPE OF WORK

2.1       JBP appoints MOD to undertake the Consultancy Services for the ParkVida site in accordance with the Project Schedule, for use at the Site and for the Consultancy Fees.

3.         PRICE

3.1       Consultancy Fees - The Consultancy Fee is US$55,836 and MOD will undertake for a fixed price the Consultancy Services as defined in and in accordance with this Agreement.

4.         PAYMENT

4.1       Net Funds – JBP shall be responsible for all costs incurred for the transfer of funds including levies and fees, which may be charged on said transactions.

4.2       Method of Payment – Payments due by JBP to MOD hereunder shall be made by electronic wire transfer to such bank account of MOD as they may provide from time to time.

4.3       Terms & Conditions of Payment – Payments due by JBP to MOD shall be as defined in this Agreement.

5.         TERMINATION

5.1       Termination – Either party shall have the right to terminate this Agreement if the other party should breach any term or condition of this Agreement or fail to perform any of its obligations hereunder, and such breach or failure is not rectified within 30 days after notice thereof in writing from the first mentioned party to the other. Any costs and/or expenses incurred up to and including the date of termination will be payable by JBP to MOD.

Modularis Planning Service

2

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the day and year first above written.

JBP S.R.L c/o Bufete Mejia-Ricart & Associates Av. Bolivar #74 Gazcue, Santo Domingo, Dominican Republic 10205 Tel: +809 476 7474 Fax: +809 476 7501	Modularis Av. Lope de Vega No.22 Edificio Ratava 1er Nivel, Suite 202 Santo Domingo Republica Dominica Codigo Postal 10514 Tel: +1 809 567 5437
By: /s/ Jay Blackmore	By: /s/ Jose Aris
Name: Jay Blackmore	Name: Jose Aris
Title: President	Title: President
Witnessed by:	Witnessed by:
Name:	Name:
Title:	Title:

Modularis Planning Service

3

SCHEDULE “A”

REQUEST FOR INFORMATION

If MOD or the Dominican Government require any further information in order to achieve the EIS license, JBP hereby agrees to work closely with MOD to furnish the information in a timely manner.

Modularis Planning Service

4

SCHEDULE “B”

PROJECT SCHEDULE

MOD will commence the Planning Services on signature of this Agreement and will complete Part 1 of Schedule C in 45 to 60 days and will complete the full planning process in 180 to 365 days from signature of this Agreement.

Modularis Planning Service

5

SCHEDULE “C”

SCOPE OF WORK

Throughout this process MOD will be project manage the entire process and will be available for all meetings required by the client, consultant or government in relation to these planning services.

1. Preparation of initial documentation

MOD will fill out all the preliminary application forms and paperwork for the planning application including the collection of the following documents ready for submittal:-

-Project analysis signed by MOD (MOD will become the project representative)

-Master plan for the project along with all schematic design for the project

-Map showing location of the project

-Letter requesting the environmental permit

-Copy of the title of the property

-MOD corporate profile and company papers

-No Objection Certificate (NOC) from City Hall to use the land for the project

-NOC from City Hall for land use change from agriculture to commercial/resort

-Copy of the catastral blueprint sign by the Minister director

-Provide a transportation plan and road study

2. Submittal of initial documentation

Submittal of all the documentation to the authorities to request for the planning permission for the project including:-

-Document deposit

-Assistance with document inspection

-Meetings to discuss any questions/queries

-Provide as much additional information that is required

-Pay project registration fees

-Apply for the reference terms in the Natural Resource Ministry

3. EIS study

MOD will instruct the third party EIS study company to commence the EIS study for the project. This is a mandatory study that must be developed based on the reference terms for the type of study needed to achieve the permit. The full environmental study must use a multidisciplinary team to conduct the study to include the following specialists (all included as part of the third party EIS fee):-

-Geographer

-Sanitary engineer

-Master in sociology

-Industrial engineer

-Doctor of Biochemistry

-Environmental engineer

-Hydrologist

On completion of the EIS study, present the EIS study to the authorities as final submittal prior to receiving planning permissions for the project.

Modularis Planning Service

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Part 2

This section is to be on stand-by to answer any requests for information (RFI) regarding the planning submittal and attend any meetings requested by the authorities in relation to the EIS submittal. On completion of the EIS planning submittal, MOD, on behalf of the project, will collect all licenses on behalf of the project and deliver them to JBP.

Modularis Planning Service

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SCHEDULE “D”

CONSULTANCY FEES

The consultancy fees for the Consultancy Services will include all deliverables as set out in Schedule C of this Agreement.

A lump sum fee will be US$55,836, this is further broken down to be a payment of US$15,700 as a fee to MOD for their services relating to this Agreement and a fee of US$40,136 as a payment to a third party company to conduct the Environmental Impact Study (EIS) and pay all governmental fees for the 158-01 and the planning application:

PAYMENT TERMS FOR MOD FEES

On signature of this Agreement                                                                                   US$7,850.00

On completion of Part 1                                                                                              US$5,495.00

On receipt of planning permission or any final resolution from the government         US$2,355.00

PAYMENT TERMS FOR EIS

On commencement of the EIS Study                                                               US$24,081.60

On completion of the EIS Study                                                                                  US$12,040.80

30 days after submittal to government                                                             US$4,013.60

It must be noted at this stage that should MOD choose to use any third parties for the performance of this Agreement, MOD will be held fully responsible for such third party performance.

EXPENSES

In addition to the consultancy fees highlighted above, MOD also have a “not to exceed” expense account of US$4,000 for travel and subsistence for the provision of these services in relation to this Agreement. Claims against the expense account are to be presented with receipts and once approved will be paid in arrears.

GOVERNMENT TAXES

JBP will pay the final tax payment to the government that will release the Environmental License; JBP will pay that directly to the government along with any other taxes relating to the submittal of this planning.

PAYMENT TERMS

All payments are required to be made in strict accordance with the Payment Schedule as detailed herein and will be due and payable within 30 days from the invoice presented by MOD.

All fees and costs quoted are in US Dollars.

Modularis Planning Service

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EX-10.17

Exhibit 10.17

CONSULTANCY SERVICES AGREEMENT

This Consultancy Services Agreement (“the Agreement”) is made on 28th July, 2011 by and between Modularis (“MOD”), a company organized under the laws of the Dominican Republic (DR) and JBP S.R.L (“JBP”) a company organized under the laws of the Dominican Republic.

Collectively known as the Parties to this Agreement.

WHEREAS JBP desires to engage MOD to provide Consultancy Services for ParkVida in Dominican Republic including all deliverables in Schedule C, at a fixed price and delivery schedule.

AND WHEREAS MOD desires to provide such services to JBP.

NOW THEREFORE, for good and valuable consideration, the parties hereto agree as follows:

1.         INTERPRETATION

1.1       Definitions – In this Agreement, unless the context otherwise requires:

a)    “Consultancy Services” means the services in connection with the 158-01 Application, Title Services & knowhow (“the know-how”) to be developed by MOD pursuant to this Agreement.

b)    “Project Cost” means all of the costs and expenses for supplying the Consultancy Services.

c)    “Project Schedule” means the work schedule required for completion of the Consultancy Services.

d)    “Site” means the ParkVida site located at Loma Prieta, Near Santiago, Dominican Republic.

e)    “Scope of Work” means all categories of Consultancy Services required under this Agreement.

f)    “Request for Information” (RFI) means information to be provided by JBP to MOD in order that MOD may proceed with the supply of the Consultancy Services.

1.2       Governing Law – This Agreement shall be governed and construed in accordance with the laws of the Dominican Republic.

1.3       Headings – The headings in this Agreement are for convenience only and shall not affect its interpretation.

1.4       Severability – If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or in part, this Agreement shall continue to be valid as to the other provisions hereof and the remainder of the affected provision.

Modularis 158-01 Application And Planning Services

1

1.5       Schedules – The following Schedules form a part of this Agreement:

Schedule “A” Request for Information

Schedule “B” Project Schedule

Schedule “C” Scope of Work

Schedule “D” Consultancy Fees

2.         SCOPE OF WORK

2.1       JBP appoints MOD to undertake the Consultancy Services for the ParkVida site in accordance with the Project Schedule, for use at the Site and for the Consultancy Fees.

3.         PRICE

3.1       Consultancy Fees - The Consultancy Fee is US$56,825 and MOD will undertake for a fixed price the Consultancy Services as defined in and in accordance with this Agreement.

4.         PAYMENT

4.1       Net Funds – JBP shall be responsible for all costs incurred for the transfer of funds including levies and fees, which may be charged on said transactions.

4.2       Method of Payment – Payments due by JBP to MOD hereunder shall be made by electronic wire transfer to such bank account of MOD as they may provide from time to time.

4.3       Terms & Conditions of Payment – Payments due by JBP to MOD shall be as defined in this Agreement.

5.         TERMINATION

5.1       Termination – Either party shall have the right to terminate this Agreement if the other party should breach any term or condition of this Agreement or fail to perform any of its obligations hereunder, and such breach or failure is not rectified within 30 days after notice thereof in writing from the first mentioned party to the other. Any costs and/or expenses incurred up to and including the date of termination will be payable by JBP to MOD.

Modularis 158-01 Application And Planning Services

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IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the day and year first above written.

JBP S.R.L c/o Bufete Mejia-Ricart & Associates Av. Bolivar #74 Gazcue, Santo Domingo, Dominican Republic 10205 Tel: +809 476 7474 Fax: +809 476 7501	Modularis Av. Lope de Vega No.22 Edificio Ratava 1er Nivel, Suite 202 Santo Domingo Republica Dominica Codigo Postal 10514 Tel: +1 809 567 5437
By: /s/ Jay Blackmore	By: /s/ Jose Aris
Name: Jay Blackmore	Name: Jose Aris
Title: President	Title: President
Witnessed by:	Witnessed by: /s/ Manuel Mendez
Name:	Name: Architect
Title:	Title:

Modularis 158-01 Application And Planning Services

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SCHEDULE “A”

REQUEST FOR INFORMATION

If MOD or the Dominican Government require any further information of any kind in order to achieve the 158-01 or title, JBP hereby agrees to work closely and assist with MOD to furnish the information in a timely manner in order to achieve the predicted schedule as outlined in Schedule B.

Modularis 158-01 Application And Planning Services

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SCHEDULE “B”

PROJECT SCHEDULE

MOD will commence the service on the signature of these agreement and guarantee that they will work diligently to obtain the 158-01 and Title. The estimated time for the 158-01 Provisional Classification is within 180 to 240 days from the date of this agreement, Final Classification within 150 days from the date of the deposit of all papers in CONFOTUR. The estimated time for the title procedure is 180 to 365 days from the date of this agreement.

All time frames are approximations, based on other project experiences.  Approvals or changes are always depending on the Government Authorities.

Modularis 158-01 Application And Planning Services

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SCHEDULE “C”

SCOPE OF WORK

Throughout this process MOD will be project manage the entire process and will be available for all meetings required by the client, consultant or government in relation to these planning services.

Part 1

1. Provisional Classification for Law 158-01

MOD confirms that ParkVida is approved to apply for the 158-01 tax incentive, the first stage is to apply for the provisional classification and to do that MOD will ensure the following steps are carried out.

1.Letter asking for the classification to the Secretary

2.Submittal of documentation to show partners and/or shareholder information of ParkVida

3.Preparation of documentation describing the development team along with a letter authorizing MOD to apply for the 158-01

4.Present the existing business plan and feasibility study to the authorities and if necessary  hire  a registered professional to translate and sign each of the documents (if this is needed it will be an additional cost to JBP)

5.Preparation of a letter from the owner of ParkVida to the secretary of state and to CONFOTUR committee asking for the provisional permit

6.Preliminary description of the projects architectural schematic design, master plan and a soft informal description of all other technical developments within the project, aiming to get the "Provisional classification"

7.A copy of all title and contracts for all plots on the property

8.All company documentation

9.Catastral plans of the terrain

10.Order the lawyer to actualize the company documentation to adapt the objective and the Capital of the company to being a hotel resort investment company in order to apply for the 158-01 and then submit the correct company documentation to the respective office in the government on completion.

11.Meetings with all the team architects, legal advisors, environmental specialists, financial advisors as required

12.Submittal of all documentation (translated into Spanish) to the relevant authorities

13.Be available for any Request for Information (RFI) from the authorities

14.Follow up with the authorities to speed up the process and to receive the provisional classification once approved

15.Keep client fully updated with the progress on site

Modularis 158-01 Application And Planning Services

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2. Title application

There are 10 plots of land that make up the area “Loma Prieta” that have been purchased by JBP S.R.L and have signed contracts relating to the purchase that now need to be converted into proper title for the plots. MOD will handle all aspects of the title procedure working with their sub contractors to include the following.

1.Conduct topographical survey of the land with all GPS plotting of the land plots in question

2.Submit the request on behalf of the company to obtain authorization from the regional surveying Government department to proceed with the title procedure.

3.Presentation of all plans, GPS plots and documentation to the authorities for the approval of the title

4.Handle all request for information (RFI) from the authorities and be available for meetings as required

5.Provide and work with the lawyer to handle the request in the land courts in Santiago

6.Receive title on behalf of the client (as long as JBP has given MOD the authority to do so)

Part 2

1. Final classification for Law 158-01

Upon receipt of the provisional classification and respective payments, MOD will then follow the following steps to get the final classification.

1.Letter asking for the final classification to the Secretary of State and the President

2.Re-submittal of partners shareholder information

3.Preparation of the description of the project owner including capital to invest, investment details, capital origin and a detailed description of the investment using information all to be provided to MOD by JBP

4.Present bank and commercial references for the owners and a bank guarantee from JBP to cover and ensure the recovery of any potential environmental issues as ordered by the environmental government department

5.Deposit final business plan and feasibility study with each page signed and sealed by a professional in Dominican Republic (costs for such professional are additional to this agreement)

6.Incorporate the Environmental Impact Study (EIS)

7.Preparation and submittal of a letter to the Hacienda secretary and CONFOTUR asking for the final classification of the project

8.Incorporate all the construction drawings for the project (if available)

9.Incorporate the component matrix into the submittal

10.Apply for the approval for all regional and state organisms

11.Submittal of the project title copy and contracts

12.Submittal of the catastral plans of the terrain

13.Submittal of all company documentation

14.Submittal of all documentation (translated into Spanish) to the relevant authorities

15.Be available for any Request for Information (RFI) from the authorities

16.Follow up with the authorities to speed up the process and to receive the provisional classification once approved

17.Keep client fully updated with progress

Modularis 158-01 Application And Planning Services

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SCHEDULE “D”

CONSULTANCY FEES

The consultancy fees for the Consultancy Services will include all deliverables as set out in Schedule C of this Agreement.

A lump sum fee will be US$56,825, this is further broken down to be a payment of US$12,325 as a fee to MOD for their services relating to this Agreement, a fee of US$15,500 as a payment to a third party company to conduct the title procedures and a fee of US$29,000 for the preparation and application of the 158-01:

PAYMENT TERMS FOR MOD FEES

On signature of this Agreement                                                                      US$6,162.50

On completion of Part 1, Section 1                                                                  US$1,540.63

On completion of Part 1, Section 2                                                                  US$1,540.63

On commencement of Part 2, Section 1                                                          US$1,540.63

On Completion of Part 2, Section 1                                                                 US$1,540.63

PAYMENT TERMS FOR 158-01

On commencement of the 158-01 Application                                                US$5,800.00

On receipt of the provisional classification                                                      US$5,800.00

On commencement of the final classification of the 158-01                              US$8,700.00

On receipt of the final classification                                                                US$8,700.00

MOD will be held fully responsible for such third party performance.

PAYMENT TERMS FOR TITLE PROCEDURES

On commencement of the title procedures                                                       US$3,837.50

Within 60 days of signature of this Agreement                                                  US$5,462.50

On approval from regional catastral central department                                     US$3,875.00

On receipt of full title                                                                                      US$2,325.00

MOD will be held fully responsible for such third party performance.

EXCLUSIONS

1.Lawyers fees of any kind – JBP to pay directly to the lawyers

2.Taxes and registration fees to the government authorities – MOD to seek approval from JBP for any amounts required 15 days in advance of when the funds are needed for JBP to provide the required monies

3.Expenses for witness and owner transportation – all expenses must be pre-approved by JBP and expenses can be claimed in arrears via an expense claim

PAYMENT TERMS

All payments are required to be made in strict accordance with the Payment Schedule as detailed herein and will be due and payable within 15 days from the invoice presented by MOD. All fees and costs quoted are in US Dollars.

Modularis 158-01 Application And Planning Services

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EX-21

Exhibit 21

SUBSIDIARIES OF PARK VIDA GROUP, INC.

ParkVida Group, Inc.

(Nevada)

JBP, S.R.L.

(Dominican Republic)

(100% owned)

EX-3.1.14

Exhibit 3.1.4

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

MONTANA MINING CORP.

Pursuant to Section 78.320 of the Nevada Revised Statutes, the undersigned, desiring to amend the Articles of Incorporation (dated the 7th of December 1999 and amended on the 18^th of July 2002 and the 20^th of August 2004, referred to herein as the “Articles”) of Montana Mining Corp. (the “Company”), does hereby sign, verify, and deliver to the Office of the Secretary of State of Nevada this Articles of Amendment.

The following amendments to the Articles were adopted by unanimous consent of the Company’s board of directors on the 30^th of June 2011 and a majority of the Company’s stockholders on the 30^th of June 2011.

This amendment deletes the first article of the Articles in its entirety, providing for a new first article as follows:

“FIRST.  The name of the corporation shall be ParkVida Group, Inc.”

This amendment deletes the title of the Articles in its entirety, providing for a new title as follows:

“Articles of Incorporation of ParkVida Group, Inc.”

This amendment deletes the fourth article of the Articles in its entirety, providing for a new fourth article as follows:

“FOURTH.  The stock of the corporation consists of Common Stock in the amount of Two Hundred and Fifty Million (250,000,000) shares having par value of $0.001 each and Preferred Stock in the amount of Five Million (5,000,000) shares having par value of $0.001 each. There shall be no cumulative voting by shareholders. The description of the Preferred Stock with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, and qualifications and rights thereof shall be set by the board of directors.”

The number of shares of the Company outstanding at the time these amendments to the Company’s Articles were adopted was 23,676,843 and the number of shares entitled to vote thereon was 23,676,843. The number of shares which voted for such amendments was 17,130,525. The number of votes cast for the amendments by those stockholders holding a majority of the Company’s voting common stock was sufficient for approval of same.

The amendments to the Articles will be effective subsequent to the filing of this Articles of Amendment with the Nevada Secretary of State.

Dated August 10, 2011

/s/ Ruairidh Campbell 

Ruairidh Campbell

Chief Executive Officer and Director

EX-99.1

Exhibit 99.1

JBP, S.R.L.

FINANCIAL STATEMENTS

June 30, 2011 and 2010 (unaudited)

and

December 31, 2010 and 2009

INDEX

Page

Report of Independent Registered Public Accounting Firm F-2

Balance Sheets F-3

Statements of Operations F-4

Statements of Stockholders’ Equity F-5

Statements of Cash Flows F-6

Notes to Financial Statements F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

JBP, S.R.L.

Regina, Saskatchewan, S4S 1H2

We have audited the accompanying balance sheets of JBP, S.R.L. [a development stage company] as of December 31, 2010 and 2009 and the related statements of operations, stockholders' equity and cash flows for each of the years in the two-year period ended December 31, 2010 and for the period from inception on January 1, 2008 through December 31, 2010. JBP, S.R.L.’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 financial statements referred to above present fairly, in all material respects, the financial position of JBP, S.R.L. as of December 31, 2010 and 2009 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2010 and for the period from inception on January 1, 2008 through December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming JBP, S.R.L. will continue as a going concern. As discussed in Note 2 to the financial statements, JBP, S.R.L. 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 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

June 23, 2011

F-2

Exhibit 99.1

JBP, S.R.L.
(A Development Stage Company)
BALANCE SHEETS
		June 30,
		2011	December 31,
ASSETS		(Unaudited)	2010	2009
Current assets:
Cash	$	-	-	-
Prepaid expenses		41,788	71,250	-
Total current assets		41,788	71,250	-
Property and equipment, net		692,731	585,560	339,308
Total assets	$	734,519	656,810	339,308
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	28,150	8,461	-
Accrued expenses		19,261	4,870	-
Note payable		556,771	378,963	-
Total current liabilities		604,182	392,294	-
Commitments and contingencies
Stockholders' equity:
Common stock, $3.14 par value; 1,000 shares
authorized, issued, and outstanding		3,144	3,144	3,144
Additional paid-in capital		751,880	745,880	575,780
Deficit accumulated during the development stage		(624,687)	(484,508)	(239,616)
Total stockholders' equity		130,337	264,516	339,308
Total liabilities and stockholders' equity	$	734,519	656,810	339,308

The accompanying notes are an integral part of these financial statements

F-3

JBP, S.R.L.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
		Three Months Ended		Six Months Ended
		June 30,		June 30,		Years Ended		Cumulative
		2011	2010	2011	2010	December 31,		Amounts
		(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	2010	2009	(Unaudited)
Revenue	$	-	-	-	-	-	-	-
General and administrative costs		55,727	19,640	125,788	119,681	240,022	150,416	605,426
Loss from operations		(55,727)	(19,640)	(125,788)	(119,681)	(240,022)	(150,416)	(605,426)
Interest expense		(8,040)	-	(14,391)	-	(4,870)	-	(19,261)
Loss before provision for      income taxes		(63,767)	(19,640)	(140,179)	(119,681)	(244,892)	(150,416)	(624,687)
Provision for income taxes		-	-	-	-	-	-	-
Net loss	$	(63,767)	(19,640)	(140,179)	(119,681)	(244,892)	(150,416)	(624,687)

The accompanying notes are an integral part of these financial statements

F-4

JBP, S.R.L.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
							Deficit
							Accumulated
					Additional		During the		Total
	Common Stock				Paid-in		Development		Stockholders'
	Shares		Amount		Capital		Stage		Equity
Balance at January 1, 2008	-	$	-	$	-	$	-	$	-
Issuance of common stock for cash	1,000		3,144		-		-		3,144
Capital contributions:
Cash	-		-		258,803		-		258,803
Office rental costs	-		-		12,000		-		12,000
Net loss	-		-		-		(89,200)		(89,200)
Balance at December 31, 2008	1,000		3,144		270,803		(89,200)		184,747
Capital contributions:
Cash	-		-		292,977		-		292,977
Office rental costs	-		-		12,000		-		12,000
Net loss	-		-		-		(150,416)		(150,416)
Balance at December 31, 2009	1,000		3,144		575,780		(239,616)		339,308
Capital contributions:
Cash	-		-		158,100		-		158,100
Office rental costs	-		-		12,000		-		12,000
Net loss	-		-		-		(244,892)		(244,892)
Balance at December 31, 2010	1,000		3,144		745,880		(484,508)		264,516
Capital contributions:
Office rental costs (unaudited)	-		-		6,000		-		6,000
Net loss (unaudited)	-		-		-		(140,179)		(140,179)
Balance at June 30, 2011
(unaudited)	1,000	$	3,144	$	751,880	$	(624,687)	$	130,337

F-5

JBP, S.R.L.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
		Six Months Ended		Years Ended
		June 30,		December 31,		Cumulative
		2011	2010	2010	2009	Amounts
		(Unaudited)	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net loss	$	(140,179)	(119,681)	(244,892)	(150,416)	(624,687)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation		21,732	6,081	17,752	8,468	48,107
Office rental costs		6,000	6,000	12,000	12,000	42,000
(Increase) decrease in:
Prepaid expenses		(41,788)	-	(71,250)	-	(113,038)
Increase (decrease) in:
Accounts payable		19,689	-	8,461	-	28,150
Accrued expenses		14,391	-	4,870	-	19,261
Net cash used in operating activities		(120,155)	(107,600)	(273,059)	(129,948)	(600,207)
Cash flows from investing activities:
Purchases of property and equipment		-	(50,500)	(50,500)	(163,029)	(398,431)
Net cash used in investing activities		-	(50,500)	(50,500)	(163,029)	(398,431)
Cash flows from financing activities:
Proceeds from note payable		120,155	-	165,459	-	285,614
Cash contributed by stockholders		-	158,100	158,100	292,977	709,880
Issuance of common stock		-	-	-	-	3,144
Net cash provided by financing activities		120,155	158,100	323,559	292,977	998,638
Net change in cash		-	-	-	-	-
Cash, beginning of period		-	-	-	-	-
Cash, end of period	$	-	-	-	-	-

The accompanying notes are an integral part of these financial statements

F-6

JBP, S.R.L.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2011 and 2010 (unaudited) and December 31, 2010 and 2009

Note 1 – Organization and Summary of Significant Accounting Policies

Organization

JBP, S.R.L. (the Company) began operations on January 1, 2008 as JBP, S.A. (date of inception) and was incorporated under the laws of the Dominican Republic on March 6, 2008. The Company is beneficially owned by Park Capital Management, Inc. (Park).

The Company intends to construct and operate ParkVida, a premiere destination resort designed for mountain biking of all disciplines. The 700-acre resort will be developed in the Dominican Republic on land owned by the Company.

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.

Interim Financial Statements

The accompanying interim financial statements as of June 30, 2011 and for the six months ended June 30, 2011 and 2010 are unaudited. In the opinion of management, all adjustments have been made, consisting of normal recurring items, that are necessary to present fairly the Company’s financial position as of June 30, 2011 as well as the results of operations and cash flows for the six months ended June 30, 2011 and 2010 in accordance with generally accepted accounting principles. The results of operations for any interim period are not necessarily indicative of the results expected for the full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The interim financial statements and related notes thereto should be read in conjunction with the audited financial statements and related notes thereto for the years ended December 31, 2010 and 2009.

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.

F-7

JBP, S.R.L.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2011 and 2010 (unaudited) and December 31, 2010 and 2009

Note 1 – Organization and Summary of Significant Accounting Policies (continued)

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.

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 judgement and the amount ultimately sustained for an uncertain tax position could differ from the amount recognized. The Company recognizes interest expense and penalties related to unrecognized tax benefits with the provision for income taxes. As of December 31, 2010, management did not identify any uncertain tax positions.

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.

Note 2 – Going Concern

As of June 30, , 2011 (unaudited), 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.

Management intends to seek additional equity and debt financing to fund its resort development plans. There can be no assurance that such funds will be available to the Company or that its resort development efforts will be successful.

F-8

JBP, S.R.L.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2011 and 2010 (unaudited) and December 31, 2010 and 2009

Note 3 – Property and Equipment

Property and equipment consist of the following:

		June 30,
		2011	December 31,
		(unaudited)	2010	2009
Land and improvements	$	447,824	447,824	310,620
Buildings and improvements		29,000	29,000	-
Construction in process		175,203	50,300	-
Leasehold  improvements		21,500	17,500	-
Equipment		67,311	67,311	37,311
		740,838	611,935	347,931
Less accumulated depreciation		(48,107)	(26,375)	(8,623)
	$	692,731	585,560	339,308

Note 4 – Note Payable

At June 30, 2011 the note payable consists of cash advances of $285,614 and direct payments for property and equipment additions of $271,157 from Montana Mining Corp. (Montana) (see Notes 8 and 10). The note bears interest at 6% and is secured by the Company’s assets. Principal and interest are due December 31, 2012.

The note payable originated during 2010 and as of December 31, 2010 the note payable consisted of cash advances of $165,459 and direct payments for property and equipment additions of $213,504.

F-9

Exhibit 99.1

JBP, S.R.L.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2011 and 2010 (unaudited) and December 31, 2010 and 2009

Note 5 – Income Taxes

The provision for income taxes differs from the amount computed at Dominican statutory rates as follows:

		Years Ended December 31,		Cumulative
		2010	2009	Amounts
Dominican income tax at statutory rate	$	(61,000)	(38,000)	(121,000)
Change in valuation allowance		61,000	38,000	121,000
	$	-	-	-

Deferred tax assets (liabilities) consisted of the following:

		December 31,
		2010	2009
Start-up costs	$	121,000	60,000
Valuation allowance		(121,000)	(60,000)
	$	-	-

As of December 31, 2010, the Company has start-up costs of approximately $485,000. These start-up costs will begin to be amortized at such time as the Company’s operations commence, or after three years; whichever comes first, because net operating losses may only carry forward for three years in the Dominican Republic.

Note 6 – Supplemental Cash Flow Information

No amounts have been paid for interest or income taxes since inception.

During the six months ended June 30, 2011, the Company (unaudited):

• Transferred $71,250 from prepaid expenses to construction in process.
• Acquired property and equipment in exchange for an increase in the note payable of $57,653.

During the year ended December 31, 2010, the Company acquired property and equipment in exchange for an increase in the note payable of $213,504.

F-10

JBP, S.R.L.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2011 and 2010 (unaudited) and December 31, 2010 and 2009

Note 7 – Fair Value of Financial Instruments

None of the Company’s financial instruments, which are current assets and liabilities that could be readily traded, are held for trading purposes. The Company estimates that the fair value of all financial instruments at December 31, 2010 does not differ materially from the aggregate carrying value of its financial instruments recorded in the accompanying balance sheet.

Note 8 – Purchase Agreement

On August 20, 2010, Park entered into a Purchase Agreement (the Agreement) with Montana to sell the Company. Pursuant to the Agreement, Montana will acquire all of the issued and outstanding shares of the Company from Park in exchange for fifteen million two hundred and eighty-two thousand one hundred and twenty (15,282,120) shares of $0.001 par value 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 per share.

On June 30, 2010, a majority of Montana’s stockholders voted to exercise the Agreement, and completion of the acquisition of JBP by Montana is expected by September 30, 2011.

Note 9 – 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, 2010, the Company had paid $71,250, shown as Prepaid Expenses on the balance sheet (see Note 10).  The agreement was performed in full by year end 2010 though JBP is yet to make the final payment due in cash or land.

During October 2010, the Company entered into an agreement to lease office space and an office manager in Whistler, British Columbia for a term of one year, with an option to renew for one year.  The Company pays $7,450 Canadian (approximately $7,450 USD at December 31, 2010) each month for these services. Leasehold improvements of $21,500 made to this office space are being amortized over the initial one-year term of this agreement.

During May 2010, the Company entered into an architectural services agreement with Modularis C. x A. (Modularis).  Per the agreement, the Company paid $39,000 during 2010, and will pay three payments of $8,000 each during 2011, and cash or land in the amount of $51,000 as a final payment (see Note 10).

F-11

JBP, S.R.L.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2011 and 2010 (unaudited) and December 31, 2010 and 2009

Note 10 – Subsequent Events

The Company evaluated its December 31, 2010 financial statements for subsequent events through the date the financial statements were issued. Except as explained below, the Company is not aware of any subsequent events which would require recognition or disclosure in the financial statements.

As of the date of these financial statements, the Company received additional advances from Montana of approximately $271,000 (see Note 4).

As of the date of these financial statements, the Company has paid $23,750 to Select Contracts (see Note 9) during 2011 and reclassified its initial payment of $71,250 from Prepaid Expenses to Construction in Process.

As of the date of these financial statements, the Company has paid $24,000 to Modularis during 2011 as per the terms of their agreement (see Note 9).

As of the date of these financial statements, the Company has paid approximately $53,000 to Modularis during 2011 as per the terms of three services consultancy agreements of the $209,050 committed pursuant to these agreements.

F-12

EX-99.2

EXHIBIT 99.2

PARKVIDA GROUP, INC.

INDEX TO UNAUDITED CONSOLIDATED PRO-FORMA FINANCIAL STATEMENTSJune 30, 2011 and December 31, 2010

Page

Introduction to Pro-Forma Financial Statements                                    F-2

Balance Sheets as at June 30, 2011                                                  F-3

Statements of Operations for the six months ended June 30, 2011      F-4

Statements of Operations for the year ended December 31, 2010                  F-5

Notes to Pro-Forma Financial Statements                                                    F-6

F-1

PARKVIDA GROUP, INC.

INTRODUCTION TO UNAUDITED PRO-FORMA CONSOLIDATED

BALANCE SHEETS AND STATEMENTS OF OPERATIONS

June 30, 2011 and December 31, 2010

The following unaudited pro-forma consolidated balance sheets and statements of operations give effect to ParkVida Group Inc.’s (ParkVida) purchase of all of the outstanding shares of JBP, S.R.L. (JBP), pursuant to their August 20, 2010 purchase agreement, and are based on the estimates and assumptions set forth below and in the notes to such statements which include pro-forma adjustments. This pro-forma information has been prepared utilizing the historical financial statements of ParkVida and JBP. This information should be read in conjunction with the historical financial statements and notes thereto. The pro-forma financial data has been included as required by the rules and regulations of the SEC and is provided for comparative purposes only. The pro-forma financial data does not purport to be indicative of the results which actually would have been obtained if the purchase agreement had been effected on the date or dates indicated or of those results which may be obtained in the future.

On August 20, 2010, ParkVida (formerly “Montana Mining Corp.”) agreed to buy 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 $0.001 par value 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 part of the August 20, 2010 purchase agreement, ParkVida agreed to issue at closing of the purchase agreement a finder’s fee of one million five hundred twenty-eight thousand two hundred and twelve (1,528,212) shares of $0.001 par value common stock and six hundred eighty-two thousand four hundred and thirty (682,430) share purchase warrants exercisable within ten years of the date of grant at an exercise price of $0.06 a share.

The acquisition was accounted for as a recapitalization effected by a share exchange, wherein JBP is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward 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 ParkVida, and the accumulated deficit is that of JBP.

The unaudited pro-forma consolidated balance sheet set forth below represents the combined financial position of ParkVida and JBP as of June 30, 2011, as if the reverse acquisition occurred on June 30, 2011.  The unaudited pro-forma consolidated statements of operations set forth below represent the combined results of operations of ParkVida and JBP, as if the reverse acquisition occurred on the first day of the periods presented therein.

F-2

Exhibit 99.2

PARKVIDA GROUP, INC.
(A Development Stage Company)
UNAUDITED CONSOLIDATED PRO-FORMA BALANCE SHEETS
June 30, 2011
					Pro-Forma	Pro-Forma
ASSETS		ParkVida	JBP		Adjustments	Consolidated
Current assets:
Cash and cash equivalents	$	132,136	-		-	132,136
Prepaid expenses		-	41,788		-	41,788
Total current assets		132,136	41,788		-	175,924
Interest receivable		19,260	-	(1)	(19,260)	-
Note receivable		556,771	-	(1)	(556,771)	-
Property and equipment, net		-	692,731		-	692,731
Total assets	$	708,167	734,519		(576,031)	866,655
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	3,622	28,151		-	31,773
Accrued expenses		-	19,260	(1)	(19,260)	-
Related party payable		3,300	-		-	3,300
Note payable		-	556,771	(1)	(556,771)	-
Total current liabilities		6,922	604,182		(576,031)	35,073
Commitments and contingencies
Stockholders' equity (deficit):
Preferred stock		-	-		-	-
Common stock		23,677	3,144	(2)	13,666	40,487
Additional paid-in capital		1,074,973	751,880	(2)	(411,071)	1,415,782
Deficit accumulated during the
development stage		(397,405)	(624,687)	(2)	397,405	(624,687)
Total stockholders' equity (deficit)		701,245	130,337		-	831,582
Total liabilities and stockholders'
equity (deficit)	$	708,167	734,519		(576,031)	866,655

F-3

PARKVIDA GROUP, INC.
(A Development Stage Company)
UNAUDITED CONSOLIDATED PRO-FORMA STATEMENTS OF OPERATIONS
Six Months Ended June 30, 2011
					Pro-Forma	Pro-Forma
		ParkVida	JBP		Adjustments	Consolidated
Revenues, net	$	-	-		-	-
General and administrative expenses		30,112	125,788		-	155,900
Loss from operations		(30,112)	(125,788)		-	(155,900)
Other income (expense):
Interest income		14,762	-	(3)	(14,391)	371
Interest expense		-	(14,391)	(3)	14,391	-
		14,762	(14,391)		-	371
Loss before provision for
income taxes		(15,350)	(140,179)		-	(155,529)
Provision for income taxes		-	-		-	-
Net loss	$	(15,350)	(140,179)		-	(155,529)

F-4

PARKVIDA GROUP, INC.
(A Development Stage Company)
UNAUDITED CONSOLIDATED PRO-FORMA STATEMENTS OF OPERATIONS
Year Ended December 31, 2010
					Pro-Forma	Pro-Forma
		ParkVida	JBP		Adjustments	Consolidated
Revenues, net	$	-	-		-	-
General and administrative expenses		55,582	240,022		-	295,604
Loss from operations		(55,582)	(240,022)		-	(295,604)
Other income (expense):
Interest income		11,343	-	(4)	(4,870)	6,473
Interest expense		(48,733)	(4,870)	(4)	4,870	(48,733)
Gain on sale of PWS rights		23,887	-		-	23,887
		(13,503)	(4,870)		-	(18,373)
Loss before provision for
income taxes		(69,085)	(244,892)		-	(313,977)
Provision for income taxes		-	-		-	-
Net loss	$	(69,085)	(244,892)		-	(313,977)

F-5

PARKVIDA GROUP, INC.

NOTES TO UNAUDITED CONSOLIDATED PRO-FORMA

BALANCE SHEETS AND STATEMENTS OF OPERATIONS

June 30, 2011 and December 31, 2010

The pro-forma consolidated financial statements do not purport to be indicative of the results which could actually have been obtained if the purchase agreement had been consummated on the date or dates indicated or which may be obtained in the future. The pro-forma adjustments were based on the preliminary information available at the time of the preparation of the unaudited pro-forma consolidated financial information.  In addition, the unaudited pro-forma consolidated financial information gives effect only to the adjustments set forth in the accompanying notes and does not reflect any restructuring or acquisition related costs, or any potential cost savings or other synergies that management expects to realize as a result of the acquisition.  The unaudited pro-forma consolidated financial information, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, the historical consolidated financial statements attached to this Information Statement.

The adjustments to the unaudited pro-forma consolidated financial information as of June 30, 2011 and December 31, 2010 in connection with the proposed acquisition are presented below:

(1)To eliminate an intercompany note receivable/payable and related accrued interest receivable/payable.

(2)To record the acquisition of JBP by ParkVida as a recapitalization and to record a related faciliation fee through the collective issuance of 16,810,332 shares of ParkVida common stock.

(3)To eliminate intercompany interest income and expense at June 30, 2011.

(4)To eliminate intercompany interest income and expense at December 31, 2010.

F-6

EX-99.3

EXHIBIT 99.3

NEWS RELEASE

Montana Mining Purchases Destination Resort Development in the Dominican Republic and Changes Name to ParkVida Group

Friday, September 23, 2011 - ParkVida Group, Inc. (PRKV.OB) (formerly “Montana Mining Corp. MMGC.OB”) is pleased to announce the purchase of JBP SRL from Park Capital Management, Inc., in addition to a new name and symbol. JBP is a Dominican based limited liability company intent on developing a first class resort devoted to mountain bike riding and eco-tourism. The development is known as ParkVida.

ParkVida is located at the top of the Cordillera Central mountain range in the Dominican Republic on a 700 acre former coffee plantation that is adjacent to the Armando Bermudez National Park. The development will offer 199 hotel rooms, cottages and “tree houses” in harmony with the environment as a welcome alternative for travelers seeking a deluxe outdoor experience over traditional packaged tours.

Adventure activities will focus on downhill and cross-country mountain biking with a dedicated chairlift for the uphill return. ParkVida’s destination riding vacation will be designed for mountain biking enthusiasts who want to focus on the trail, the ride, and the thrill of riding with the promise of great accommodation, service and relaxation. Personal skills will be matched with equipment and guidance to provide that “local trail” experience on a host of trails engineered and hand built by bikers for bikers. Other ParkVida activities will 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.

JBP is in the process of finalizing design plans and seeking out regulatory permits that would enable the first phase of construction at ParkVida. Management hopes to begin construction of the resort early next year subject to receiving approvals from local authorities, the completion of an environmental study and the realization of financing efforts.

The company has changed its name to “ParkVida Group, Inc.” and has been designated a new symbol, “PRKV”, effective at the open of business today.

ParkVida’s website can be viewed at www.parkvida.com.

Forward-Looking Statements:

A number of statements contained in this press release are forward-looking statements. These forward-looking statements involve a number of risks and uncertainties including ParkVida's ability to procure regulatory approvals, realize sufficient financing to develop the project, build the facilities, attract guests and manage the future business. The actual results that ParkVida may achieve could differ materially from any forward-looking statements due to such risks and uncertainties. ParkVida encourages the public to read the information provided here in conjunction with its most recent filings on Form 8-K, Form 10-Q and Form 10-K. ParkVida's public filings may be viewed at www.sec.gov.

Contact:                                                                      

ParkVida Group, Inc.                                                           

Ruairidh Campbell, Chief Executive Officer                          

Phone: (801) 232-7395                                                                       

Email: ruairidhcampbell@msn.com