UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
_________________________________

FORM 1-SA

SEMIANNUAL FINANCIAL REPORT PURSUANT TO REGULATION A
_________________________________

For the fiscal semiannual period ended June 30, 2022

Park View OZ REIT, Inc

(Exact name of issuer as specified in its charter)

Commission File Number: 024R-00390

One Beacon Street, 32^nd Floor

Boston, MA 02108

(Full mailing address of principal executive offices)

(617) 971-8807

(Issuer’s telephone number, including area code)

Common Stock

(Title of each class of securities issued pursuant to Regulation A) 

Item 1. Management’s Discussion and Analysis of Financial Condition and Results of Operations

In this Semiannual Report, unless context otherwise requires, references to “we,” “us,” “our” or the “Company” refer to Park View OZ REIT, Inc, a Maryland corporation, Park View OZ REIT, OP, LP, a Delaware limited partnership (our “Operating Partnership”), and our Operating Partnership’s subsidiaries, taken together.

This semiannual report on Form 1-SA (this “Semiannual Report”) contains forward-looking statements about our business, operations and financial performance, including statements about our plans, strategies and objectives. Our use of words like “believe,” “estimate,” “expect,” “anticipate,” “intend,” “plan,” “seek,” “may,” “will” and similar expressions or statements regarding future periods or events are intended to identify forward-looking statements. These statements address our plans, strategies and objectives for future operations, including in relation to future growth and availability of funds, and are based on current expectations which involve numerous risks, uncertainties and assumptions. Assumptions relating to these statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to accurately predict and many of which are beyond our control. Although we believe the assumptions underlying the forward-looking statements, and the forward-looking statements themselves, are reasonable, any of the assumptions could prove to be inaccurate and, therefore, there can be no assurance that these statements will themselves prove accurate and our actual results, performance and achievements may materially differ from those expressed or implied by these statements as a result of numerous factors, including, without limitation, those discussed under the headings “Risk Factors” in our offering circular filed January 12, 2022, as the same may be amended or supplemented from time to time, our Annual Financial Report on Form 1-K filed with the SEC on May 4, 2022, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Semiannual Report. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our plans, strategies and objectives, which we consider to be reasonable, will be achieved.

Overview

Park View OZ REIT, Inc is a Maryland corporation formed on June 19, 2020 to originate, invest in and manage a diversified portfolio of commercial real estate properties (the “Company”). The Company is the sole general partner of Park View QOZB, OP, LP (the “Operating Partnership”). Substantially all of our invested assets are held by, and all of our operations are conducted primarily through our Operating Partnership, either directly or through its subsidiaries. We are externally managed by Park View OZ REIT Manager, LLC, a Delaware limited liability company (our “Manager”), an affiliate of our sponsor, Park View Investments, LLC (our “Sponsor”). Park View OZ REIT, LP, a Delaware limited partnership, is controlled by the Company but has no operations or assets.

We are focused on identifying, acquiring, developing or redeveloping and managing commercial real estate located within qualified opportunity zones. At least 90% of our assets consist of qualified opportunity zone property.

Though we will not fall under real estate investment trust (“REIT”) regulations until we claim REIT taxation, we intend to operate in a manner that will allow us to qualify as a REIT for U.S. federal income tax purposes. Among other requirements, REITs are required to distribute to stockholders at least 90% of their annual REIT taxable income (computed without regard to the dividends paid deduction and excluding net capital gain). We intend to qualify as a REIT for federal income tax purposes on such date as determined by our Board of Directors, taking into consideration factors such as the timing of our ability to generate cash flows, our ability to satisfy the various requirements applicable to REITs and our ability to maintain our status as a qualified opportunity fund. See “Note 2 – Summary of Significant Accounting Policies – Income Taxes” in our consolidated financial statements included elsewhere in this Semiannual Report for additional details regarding REIT taxation.

COVID-19 and Economic Uncertainties

The effects of COVID-19 continue to result in significant disruptions to global economic and market conditions. The Company continues to evaluate the impact of the COVID-19 pandemic, including new variant strains of the underlying virus. Additionally, inflation, rising interest rates, and warfare between Russia and Ukraine may have an adverse impact on our ability to grow our business. For so long as the hostilities continue and perhaps even thereafter as the situation in Europe unfolds, we may see increased volatility in financial markets and a flight to safety by investors, which may make it more difficult for the Company to raise additional capital at the time when it needs to do so, or for financing to be available upon acceptable terms. All or any of these risks separately, or in combination could have a material adverse effect on our business, financial condition, and results of operations. We cannot predict the timing, strength, or duration of any economic slowdown, instability or recovery.

Our Offering

On January 5, 2021, we qualified with the Securities and Exchange Commission (“SEC”) an offering of our common stock, par value $0.01 per share under Regulation A (the “Offering”) to purchase up to $50,000,000 in shares of our common stock on a best efforts basis. On January 12, 2022, we filed a post-qualification amendment and expect to offer up to $75,000,000 in shares of our common stock on a “best efforts” basis in any rolling 12-month period. We intend effectively to conduct a continuous offering of the maximum number of shares of our common stock that we are permitted to sell pursuant to Regulation A over an unlimited time period by filing new offering statements prior to the end of the three-year period described in Rule 251(d)(3) of Regulation A. We reserve the right extend our Offering term to the extent permissible under applicable law or terminate it at any time. In July of 2021, the Company began operations.

We expect to use substantially all of the net proceeds from this offering to originate, acquire and structure a diversified portfolio of commercial real estate properties in accordance with our investment strategy described below.

Results of Operations

We were formed on June 19, 2020 and commenced operations in July of 2021. During the period ended June 30, 2022, the Company has not generated any revenue and has incurred approximately $24,000 in operating expenses. In addition the Company incurred offering costs of approximately $70,000 which are included as a component of stockholders’ equity.

On June 30, 2022 the Company created a qualified opportunity zone business (QOZB), Park View QOZB OP, LP, a Delaware limited partnership and contributed $2,388,205. The formation of a QOZB is an important step for acquiring qualified opportunity zone business property (QOZBP) in compliance with the opportunity zone regulations.

Liquidity and Capital Resources

As our sponsor, Park View Investments had previously funded our offering costs. In 2021, we shifted offering costs to the Company and in January 2022, we made a partial repayment to Park View Investments via issuance of common stock to Park View Investments, LLC in exchange for $70,000 of the outstanding balance. The Company intends to repay the outstanding balance due to Park View Investments of approximately $135,000. We require capital to fund our investment activities, pay our operating fees and expenses, and pay our outstanding indebtedness. We anticipate our operating fees and expenses will include, among other things, the management fee we pay to our Manager, legal, audit and valuation expenses, regulatory filing fees, printing expenses, transfer agent fees, marketing and distribution expenses and fees related to identifying, acquiring, developing or redeveloping and managing our portfolio of commercial real estate properties and real estate related assets. We do not have any office or personnel expenses as we do not have any employees.

We will obtain the capital resources required to identify, acquire, develop or redevelop and manage a diversified portfolio of commercial real estate properties and real estate related assets primarily from the net proceeds of our Offering, and any future offerings that we may conduct, secured or unsecured financings from banks and other lenders and undistributed cash flow from operations.

The economic effects of the COVID-19 pandemic and other geopolitical events may make it more difficult for us to obtain secured or unsecured financings from banks and other lenders for our investments on attractive terms or at all.

We are dependent on the net proceeds from our Offering to conduct our operations. If we are unable to raise substantial funds would increase our fixed operating expenses as a percentage of available capital resources, reducing our capacity to generate income and limiting our ability to make distributions.

We may employ leverage in order to provide more capital to fund our investment activities. We believe that careful use of conservatively structured leverage will help us to achieve our diversification goals and potentially enhance our investment returns. Our targeted aggregate property-level leverage, excluding any debt at the Company level or on assets under development or redevelopment, after we have acquired a substantial portfolio of stabilized investments, is between 50-70% of the greater of the cost (before deducting depreciation or other non-cash reserves) or fair market value of our assets. As we are acquiring, developing and redeveloping our investments, we may employ greater leverage on individual assets. Our Manager may from time to time modify our leverage policy in its discretion in light of then-current economic conditions, relative costs of debt and equity capital, market values of our assets, general conditions in the market for debt and equity securities, growth and acquisition opportunities or other factors. An example of property-level leverage is a mortgage loan secured by an individual property or portfolio of properties incurred or assumed in connection with our acquisition of such property or portfolio of properties.

Trend Information

We are closely monitoring the evolving effects of inflation, COVID-19 pandemic and the Russian invasion of the Ukraine on commercial real estate markets and the economy in general. We are further monitoring the increases in market interest rates, and how such increases may affect our investments and results of operation.

We are not aware of any other material trends, uncertainties, demands, commitments or events, favorable or unfavorable, that may reasonably be anticipated to have a material effect on our potential revenue or income from continuing operations, profitability, liquidity or capital resources, or that would cause our reported financial information to not necessarily to be indicative of future operating results or our financial condition, other than those discussed under the heading “Risk Factors” in our offering circular filed January 12, 2022, as the same may be amended or supplemented from time to time, our Annual Financial Report on Form 1-K filed with the SEC on May 4, 2022, and together with all of the other information contained in this Semiannual Report including the consolidated financial statements and the related notes.

Over the short term, we remain cautiously optimistic about the opportunity to acquire investments offering attractive risk-adjusted returns in our targeted investment markets. However, we recognize disruptions in financial markets can occur at any time. By targeting qualified opportunity zone investments, we believe we will remain well positioned, as compared to our competitors, in the event current market dynamics deteriorate. 

Item 2. Other Information

On July 12, 2021, we initiated operations and began accepting investor capital. As of September 23, 2022, we have raised a total of $2,868,300 and issued _28,683 shares of common stock of the Company pursuant to Regulation A.

Item 3. Financial Statements

Index to Financial Statements of
Park View OZ REIT Inc

For the period ended June 30, 2022

Park View OZ REIT, Inc

Balance Sheets 

See accompanying notes to financial statements

Park View OZ REIT, Inc

Statements of Operations

See accompanying notes to financial statements

Park View OZ REIT, Inc

Statements of Changes in Stockholder’s Equity

For the six months ended June 30, 2022

For the six months ended June 30, 2021

See accompanying notes to financial statements.

Park View OZ REIT, Inc

Statements of Cash Flows

See accompanying notes to financial statements.

PARK VIEW OZ REIT, INC

NOTES TO UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED June 30, 2022

Park View OZ REIT, Inc (the “Company”) was formed on June 19, 2020, as a Maryland corporation and intends to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes at a later date as determined by the Company’s Board of Directors. The Company was organized to initially function as a qualified opportunity fund, as defined in the Internal Revenue Code of 1986, as amended (the “Code”). As a Qualified Opportunity Fund, the Company's primary purpose is to identify, acquire and develop or redevelop properties located within qualified opportunity zones. All of the Company’s business will be externally managed by Park View REIT Manager, LLC (the “Manager”), a Delaware limited liability company.

The Company began operations on July 12, 2021.

The Company has authorized: (i) 9,000,000 shares of common stock at $.01 par value per share and (ii) 1,000,000 shares of preferred stock at $.01 par value per share. As of June 30, 2021, we have not issued any preferred shares. The Company may increase the number of shares of common or preferred stock without stockholder consent. As of June 30, 2021, the Company has issued 100 shares of common stock to Park View Investments, LLC (the "Sponsor") for $10,000.

The Company has filed an offering statement on Form 1-A with the Securities and Exchange Commission (“SEC”) with respect to an offering (the “Offering”) of up to $50,000,000 in shares of its common stock, for an initial price of $100 per share. On January 12, 2022, the Company filed a post-qualification amendment on Form 1-A increasing the Offering to $75,000,000.

Unaudited Interim Financial Information

We have prepared the accompanying interim financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These interim financial statements have been prepared by management and are unaudited and unreviewed and, in our opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of our balance sheets, operating results, and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for 2021. Certain information and footnote disclosures normally included in interim financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been omitted in accordance with the rules and regulations of the SEC. These interim financial statements should be read in conjunction with the December 31, 2022 audited financial statements and accompanying notes. 

Basis of Presentation

The accompanying financial statements and related notes of the Company are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States.

Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could materially differ from those estimates.

Organizational, Offering and Related Costs

As our sponsor, Park View Investments had previously funded our organizational and offering costs. In 2021, we shifted offering costs to the Company. These organization and offering costs include all expenses to be paid by the Company in connection with the formation of the Company and the qualification of the Offering, and the marketing and distribution of shares, including, without limitation, expenses for printing, and amending offering statements or supplementing offering circulars, mailing and distributing costs, telephones, Internet and other telecommunications costs, all advertising and marketing expenses, charges of experts and fees, expenses and taxes related to the filing, registration and qualification of the sale of shares under federal and state laws, including taxes and fees and accountants’ and attorneys’ fees. The Company anticipates that, pursuant to the Company’s management agreement (the “Management Agreement”), the Company will be obligated to reimburse the Manager, or its affiliates, as applicable, for organization and offering costs paid by them on behalf of the Company.

Recent Accounting Pronouncements

Management has determined that all recently issued accounting pronouncements will not have a material impact on the Company’s financial statements or do not apply to the Company’s operations.

Income Taxes

The Company intends to elect to be taxed as a REIT under the Code and intends to operate as such. Because qualifying opportunity zone investments usually require substantial development or redevelopment the Company expects to have little or no taxable income prior to electing REIT status. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the Company’s annual REIT taxable income to its stockholders (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with generally accepted accounting principles). As a REIT, the Company generally will not be subject to U.S. federal income tax to the extent it distributes qualifying dividends to its stockholders. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income.

Park View REIT Manager, LLC

On July 30, 2020, the Company has entered into a five-year management agreement with the Manager.

Subject to certain restrictions and limitations, the Manager is responsible for managing the Company’s affairs on a day-to-day basis and for identifying and making acquisitions and investments on behalf of the Company.

The Manager and certain affiliates of the Manager will receive fees and compensation in connection with the Company’s public offering, and the acquisition, management and sale of the Company’s real estate investments.

The Manager will be reimbursed for organization and offering expenses incurred in conjunction with the Offering. The Company will reimburse the Manager for the actual expenses incurred on behalf of the Company in connection with the selection, acquisition or origination of an investment, whether or not the Company ultimately acquires or originates the investment. The Company will reimburse the Manager for out-of-pocket expenses paid to third parties in connection with providing services to the Company. Expense reimbursements payable to the Manager also may include expenses incurred by the Sponsor in the performance of services pursuant to a shared services agreement between the Manager and the Sponsor, including any increases in insurance attributable to the management or operation of the Company.

In January the Company converted $70,000 to common stock to Park View Investments, LLC in partial reimbursement for expenses.

Under various agreements, the Company has engaged Park View REIT Manager, LLC and its affiliates to provide certain services that are essential to the Company, including asset management services, asset acquisition and disposition decisions, the sale of shares of the Company’s common stock available for issue, as well as other administrative responsibilities for the Company including accounting services and investor relations. As a result of these relationships, the Company is dependent upon Park View REIT Manager, LLC and its affiliates. In the event that these companies were unable to provide the Company with the respective services, the Company would be required to find alternative providers of these services.

The Company has adopted a stockholder redemption plan whereby, on a quarterly basis, an investor has the opportunity to obtain liquidity. The Company intends to provide notice of redemption by the last business day of each quarter, with an effective redemption date as of the last day of each quarter (the “Redemption Date”). Share repurchases under the stock redemption plan will be effected at a repurchase price equal to the Company’s NAV per share for the quarter in which the Redemption Date occurs.

In addition, the Manager may, in its sole discretion, amend, suspend, or terminate the redemption plan at any time without notice, including to protect the Company’s operations and its non-redeemed stockholders, to prevent an undue burden on the Company’s liquidity, to preserve the Company’s status as a REIT, following any material decrease in our NAV, or for any other reason. However, in the event that the Company amends, suspends or terminates the Company’s redemption plan, the Company will file an offering circular supplement and/or Form 1-U, as appropriate, to disclose such amendment. The Manager may also, in its sole discretion, decline any particular redemption request if it believes such action is necessary to preserve the Company’s status as a REIT (for example, if a redemption request would cause a non-redeeming stockholder to violate the ownership limits in the Company’s operating agreement or if a redemption constitutes a “dividend equivalent” redemption that could give rise to a preferential dividend issue, to the extent applicable). Therefore, a stockholder may not have the opportunity to make a redemption request prior to any potential termination of the Company’s redemption plan.

Management continues to evaluate the impact of the COVID-19 global pandemic and inflation, rising interest rates, and warfare between Russia and Ukraine. Management has concluded that while it is reasonably possible that these items may have a negative impact on the Company’s financial position and its results of operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 

As of September 23, 2022, we have raised a total of $2,868,300.

Item 4. Index to Exhibits

(1)       Incorporated by reference to the Company’s Form 1-A as filed with the SEC on October 7, 2020.

(2)       Incorporated by reference to Amendment No. 1 of the Company’s Form 1-A as filed with the SEC on November 13, 2020.

(3)       Incorporated by reference to Amendment No. 3 of the Company’s Form 1-A as filed with the SEC on December 22, 2020.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on September 27, 2022.

Pursuant to the requirements of Regulation A, this report has been signed below by the following persons on behalf of the issuer and in the capacities and on the dates indicated.

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