TWINVIEW INC
SB-2, 1999-12-23
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As filed with the Securities and Exchange Commission on December 23, 1999
                                                 SEC Registration No. _______
_____________________________________________________________________________

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                 FORM SB-2 REGISTRATION STATEMENT
                 UNDER THE SECURITIES ACT OF 1933

                         TWINVIEW,  INC.
          (Name of Small Business Issuer in its Charter)

 Delaware                        5812                     87 - 0620802
(State or Jurisdiction    (Primary Standard Industrial   IRS Employee Identi-
of Incorporation           Classification Code Number)   fication  Number)


          573 East 300 South, Salt Lake City, Utah 84102
                           801-531-1867
(Address, Including Zip Code, and Telephone Number, Including  Area Code, of
Registrant's Principal Executive Offices and Principal Place of Business)

                            Copies to:
                    Robert N. Wilkinson, Esq.
                 60 East South Temple, Suite 2002
                    Salt Lake City, Utah 84111
                          (801) 533-9645
                        Fax (801) 220-0625
______________________________________________________________________________
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /__/

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /__/

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /__/

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /__/
_____________________________________________________________________________

                 CALCULATION OF REGISTRATION FEE
                 --------------------------------
<TABLE>
<CAPTION>

Title of Each Class                                   Proposed Maximum    Amount of
of Securities to be Amount to be   Proposed Offering  Aggregate Offering  Registration
Registered          Registered     Price Per Share    Price               Fee
- ------------------- -------------- ------------------ ------------------- -----------
<S>                 <C>            <C>                <C>                 <C>
Common Stock,       350,000 shares  $1.00 per share      $350,000          $ 92.40
$0.001 par value



    The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

<PAGE>

                          TWINVIEW, INC.
                        573 East 300 South
                    Salt Lake City, Utah 84102

          150,000 SHARES MINIMUM/350,000 SHARES MAXIMUM

                           COMMON STOCK

    This is Twinview's initial public offering. We are offering a minimum of
150,000 shares and a maximum of 350,000 shares of common stock.  The public
offering price is $1.00 per share.

    We expect that the common stock will be quoted on the NASD's Electronic
Bulletin Board under the symbol "______."

    INVESTING IN OUR COMMON STOCK INVOLVES RISKS WHICH ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE __ OF THIS PROSPECTUS.

    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

    The shares are offered on a "minimum/maximum, best efforts" basis
primarily through our officers and directors.  No commission or other
compensation related to the sale of the shares will be paid to any of our
officers or directors.  We may enter into an agreement with one or more
registered broker-dealers or registered sales agents for the sale of shares.
If we do, we may pay registered broker-dealers or registered sales agents
commissions of up to six percent (6%) of the offering price of shares actually
sold by them.  The proceeds of the offering will be placed and held in an
escrow account at Brighton Bank, 311 South State Street, Salt Lake City, Utah
84111, until a minimum of $150,000 in cash has been received as proceeds from
sale of the shares.  If the minimum offering proceeds ($150,000) have not been
received from the sale of the shares within ninety (90) days from the date of
this prospectus (unless extended by us for up to an additional thirty (30)
days), your investment will be promptly returned to you without interest and
without any deduction.  The offering may be terminated by us prior to the
expiration date.
_____________________________________________________________________________
                      Price to Public    Commissions     Proceeds to Company
_____________________________________________________________________________
Per Share              $1.00                 $0.06         $0.94

Minimum                $150,000              $9,000        $141,000

Maximum                $350,000              $21,000       $329,000
_____________________________________________________________________________


        THE DATE OF THIS PROSPECTUS IS _____________, 2000

<PAGE>
                        TABLE OF CONTENTS

Section                                                                 Page
- -------                                                                 ----

PROSPECTUS SUMMARY........................................................
RISK FACTORS .............................................................
   Risks Related to our Financial Condition ..............................
     We Have No Operating History so it will be Difficult
       for You to Evaluate an Investment in Our Common
       Stock .............................................................
     We Need Additional Capital and/or Financing to Construct
       Our Specialty Coffee Store and Commence Business...................
     We Must Raise Additional Funds to Continue as a Going
       Concern ...........................................................
     We May Not be Able to Obtain Sufficient Funds to Grow Our
       Business and any Additional Financing May be on Terms
       Adverse to your Interests..........................................
   Risks Related to our Business..........................................
     We Lack Management Experience in the Specialty Coffee
       Store Business.....................................................
     We Have Intense Competition..........................................
     We May Not be Able to Develop Awareness of our Brand Name............
     We May Not be Able to Successfully Make Acquisitions or
       Investments in Other Companies.....................................
     We Have Conflicts of Interest........................................
     Other General Business Risks.........................................
     The Economic Environment May Affect Our Business.....................
   Risks Related to this Offering, Our Stock Price and Corporate Control..
     We May Use the Proceeds of this Offering in Ways with
        which You May Not Agree ..........................................
     Our Stock Price May Experience Extreme Price and Volume
        Fluctuations, and Investors in our Stock May Not be Able
        to Resell their Shares at or Above the Offering Price.............
     Future Sales of our Common Stock After this Offering May
        Negatively Affect our Stock Price ................................
     It May be Difficult for a Third Party to Acquire our Company
        which Could Depress our Stock Price...............................
     Our Executive Officers, Directors and Existing Stockholders,
        whose Interests may Differ From Other Stockholders, Will
     Have the Ability To Exercise Significant Control Over Us.............
        You Will Suffer Immediate and Substantial Dilution of the
        Value of your Investment..........................................
     The Common Stock Offering Price was Arbitrarily Determined by Us
     There is No Guaranteed Public Market for our Common Stock ...........
     We Do Not Intend to Pay Dividends ...................................
     No Assurance of Completion of "Minimum-Maximum, Best
        Efforts" Offering.................................................

                                i
<PAGE>
     Effect of Penny Stock Reform Act and Rule 15g-9: Possible
        Inability to Sell Our Securities in Any Secondary Market..........
FORWARD-LOOKING STATEMENTS................................................
DILUTION..................................................................
USE OF PROCEEDS ..........................................................
CAPITALIZATION ...........................................................
THE COMPANY - BUSINESS....................................................
    Introduction..........................................................
    The Company; Its History and Organization ............................
    Critical Site Location ...............................................
       Morning Traffic Flow ..............................................
       Optimum Sales Hours................................................
       Weekend Business...................................................
    Overview .............................................................
    Financing ............................................................
    Property Lease for Proposed Site Location ............................
    Construction Phase....................................................
       Construction: Time to Completion...................................
       Construction Phase: Completion ....................................
    Attracting Experienced Employees .....................................
    Proposed Products.....................................................
       Beverages .........................................................
       Baked Products ....................................................
       Sandwiches and Salads .............................................
       Seasonality of Product Mix.........................................
    Product Suppliers ....................................................
    Marketing.............................................................
       Customer Incentives ...............................................
       Competitive Pricing ...............................................
       Coffee Punch Card .................................................
       Consistent Quality Products .......................................
    Possible Future Business Expansion ...................................
    Capital Requirements for Expansion of Business .......................
    Competition...........................................................
MANAGEMENT ...............................................................
EXECUTIVE COMPENSATION ...................................................
    Summary Compensation Table............................................
    Stock Option Plans....................................................
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS .....................
    Related Party Transactions ...........................................
    Office Rent...........................................................
    Purchase of Common Stock .............................................
    Future Construction of Coffee Store Building .........................
    Resolving Conflicts of Interest ......................................
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS...............
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS................
    Overview..............................................................
    Plan of Operation ....................................................
    Management's Discussion and Analysis of Financial
      Condition and Results of Operation .................................

                                ii
<PAGE>

    Liquidity and Capital Reserves .......................................
    Employees ............................................................
    Revenue ..............................................................
    Cost of Operation ....................................................
    Gross Profits.........................................................
    Federal, State and Local Regulations..................................
    General Business Factors .............................................
    The Need for Additional Capital ......................................
    External Factors - Competition .......................................
    Considerations Potentially Impacting the Business ....................
     General and Administrative ..........................................
     Provision for Income Taxes ..........................................
     Net Income (Loss) From Operations....................................
TERMS OF OFFERING AND PLAN OF DISTRIBUTION ...............................
     Selling the Shares of the Offering ..................................
     The Offering Price Was Arbitrarily Determined; No Public Market......
     Dividends............................................................
     How to Subscribe ....................................................
     Purchases by Officers, Directors and Principal Shareholders..........
DESCRIPTION OF SECURITIES ................................................
     Common Stock ........................................................
     Preferred Stock .....................................................
     Series A Preferred Stock ............................................
     Restrictions on Transfer of Shares...................................
     No Market For Our Shares.............................................
     Complete this Initial Public Offering of Our Common
        Stock and Develop and Sustain A Public Market Therefor ...........
     Other Provisions ....................................................
LEGAL PROCEEDINGS ........................................................
TRANSFER AGENT ...........................................................
EXPERTS ..................................................................
FINANCIAL STATEMENTS .....................................................

Exhibits                                                                Page
- --------                                                                -----
Subscription Agreement..................................................  A
Certificate of Designation of Rights, Preferences and Number
 of Shares of Series A Convertible Preferred Stock ...................... B


                               iii
<PAGE>
                        PROSPECTUS SUMMARY

    THIS SUMMARY HIGHLIGHTS CERTAIN INFORMATION CONTAINED ELSEWHERE IN THIS
PROSPECTUS. THIS SUMMARY IS NOT COMPLETE AND DOES NOT CONTAIN ALL OF THE
INFORMATION THAT YOU SHOULD CONSIDER BEFORE INVESTING IN OUR COMMON STOCK. YOU
SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY, ESPECIALLY THE RISKS OF
PURCHASING OUR COMMON STOCK DISCUSSED UNDER "RISK FACTORS." REFERENCES IN THIS
PROSPECTUS TO "WE," "OUR" AND "US" REFER TO TWINVIEW, INC.

                          TWINVIEW, INC.

OUR BUSINESS

    We were formed for the purpose of designing, constructing, and operating a
retail drive-through specialty coffee store in Salt Lake City, Utah.

CORPORATE INFORMATION

    We were incorporated in Delaware on November 5, 1998 as Twinview, Inc.
Our principal executive offices are located at 573 East 300 South, Salt Lake
City, Utah 84102.  Our telephone number at that location is (801) 531-1867.

                           THE OFFERING

Common Stock Offered by Us                150,000 shares minimum
                                          350,000 shares maximum

Common Stock to be Outstanding
   After the Offering                     800,000 shares minimum
                                          1,000,000 shares maximum

    Use of Proceeds                       For construction of coffee house
                                          building and improvements; purchase
                                          of necessary equipment and personal
                                          property; and for other general
                                          corporate purposes, including our
                                          sales and marketing efforts; payment
                                          of rent; purchase of products and
                                          services; hiring additional
                                          personnel; payment of salaries; and
                                          possible acquisitions. See "Use of
                                          Proceeds."

Proposed NASD Electronic Bulletin
Board Symbol                               __________

    The foregoing information is based on the shares outstanding as of
November 30, 1999. The total number of shares that we assume will be
outstanding after the offering includes 275,000 shares of common stock to be
issued upon conversion of our Series A Preferred Stock to shares of our common
stock on a 1 for 1 share basis at some time in the future.

    See "Capitalization" for information with respect to our capitalization as
of August 31, 1999, and our pro forma financial information as adjusted to
reflect our capitalization after this offering.

                               -1-
<PAGE>

    UNLESS OTHERWISE INDICATED, ALL INFORMATION IN THIS PROSPECTUS REFLECTS
THE CONVERSION OF ALL 275,000 OUTSTANDING SHARES OF OUR SERIES A PREFERRED
STOCK INTO 275,000 SHARES OF OUR COMMON STOCK WHICH SHALL OCCUR ON OR BEFORE
MARCH 22, 2001.

                           RISK FACTORS

    AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU
SHOULD CONSIDER CAREFULLY THE FOLLOWING INFORMATION ABOUT THESE RISKS,
TOGETHER WITH THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, BEFORE YOU
DECIDE TO BUY OUR COMMON STOCK. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR,
OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS WOULD LIKELY
SUFFER. IN THIS CASE, THE MARKET PRICE OF OUR COMMON STOCK COULD DECLINE, AND
YOU MAY LOSE ALL OR PART OF THE MONEY YOU PAID TO BUY OUR COMMON STOCK.

RISKS RELATED TO OUR FINANCIAL CONDITION

    We Have No Operating History so it will be Difficult for You to Evaluate
    an Investment in Our Common Stock

     We have no operating history.  We were formed on November 5, 1998, and
since that time our business activities have been limited to raising funds and
searching for a suitable location for our proposed specialty coffee store.
There is no assurance we will be successful in the construction, operations,
and profitability of our proposed specialty retail drive-through store.  We
have not yet commenced our primary business purpose.  We have no customers as
yet, and we will not have any customers until the proposed retail store is
constructed, staffed, supplied and operated.  We have had no revenue to date.

As a new company we face risks and uncertainties relating to our ability to
successfully implement our business strategy. You must consider the risks,
expenses and uncertainties that an early stage company like ours faces. If we
cannot address these risks and uncertainties or are unable to execute our
business strategy, our company may not be successful, which could reduce the
value of your investment.

     We Need Additional Capital and/or Financing to Construct Our Specialty
     Coffee Store and Commence Business

      We have limited assets.  We need the proceeds from this offering to
commence and complete construction of our proposed place of business in order
to commence our proposed business operations and to further develop and market
our proposed products.  We estimate that the net proceeds from the minimum
offering will be sufficient to meet our cash requirements for at least 12
months from the conclusion of this offering.

     We Must Raise Additional Funds to Continue as a Going Concern

     As disclosed in Note 3 to our financial statements included in this
prospectus, we do not have an established source of revenues sufficient to
cover our operating costs to allow us to continue as a going concern.  Our
ability to continue as a going concern is dependent upon our ability to
complete this offering successfully and/or to raise additional capital through
other means.

    We May Not be Able to Obtain Sufficient Funds to Grow Our Business and any
    Additional Financing May be on Terms Adverse to your Interests

                               -2-
<PAGE>

    We may need additional financing to grow our proposed business. If
additional financing is not available when required or is not available on
acceptable terms, we may be unable to fund any expansion, successfully promote
our brand name, develop or enhance our products, take advantage of business
opportunities or respond to competitive pressures, any of which could reduce
the value of your investment. If we are able to raise additional funds and we
do so by issuing equity securities, you may experience significant dilution of
your ownership interest and holders of these securities may have rights senior
to those of the holders of our common stock. If we obtain additional financing
by issuing debt securities, the terms of these securities could restrict or
prevent us from paying dividends and could limit our flexibility in making
business decisions. In this case, the value of your investment could be
reduced.

    We currently anticipate that the net proceeds from the minimum offering,
together with available funds, will be sufficient to meet our anticipated
needs for at least the next 12 months. Because we expect to generate losses
for the first several months after construction of the coffee store, income
from our operations may not be sufficient to meet our needs after that period.
We may seek to raise additional funds in the future in order to fund any
growth, more aggressive marketing programs or the acquisition of complementary
businesses.  Obtaining additional financing will be subject to a number of
factors including:

    - market and economic conditions;

    - our financial condition and operating performance; and

    - investor sentiment.

    These factors may make the timing, amount, terms and conditions of
additional financing unattractive for us.

RISKS RELATED TO OUR BUSINESS

    We Lack Management Experience in the Specialty Coffee Store Business

    None of our present management has had prior experience in managing or
operating a specialty coffee store as we propose to do.  We intend to locate
and hire one or more managers with significant prior experience.  We currently
have no commitment to hire any experienced managers, but we believe that
persons with prior management experience may be located and hired in the Salt
Lake City, Utah area.

    We Have Intense Competition

    We will be engaged in a highly competitive business and will compete
directly with companies which have substantially greater financial resources,
experience and more substantial marketing organizations than us.  Our ability
to compete will depend on our ability to obtain customers, by attracting them
to our products from one or more of our competitors.  We may not be able to
compete successfully.


    We May Not be Able to Develop Awareness of Our Brand Name

    If we fail to successfully promote and maintain our Twinview brand name,
incur significant expenses in promoting our brand name and fail to generate a
corresponding increase in revenue as a result of our branding efforts, or
encounter legal obstacles which prevent our continued use of our brand name,
our revenues and the value of your investment could be materially adversely
affected. We believe that building awareness of our brand name is critical to
achieving acceptance of our business.  Brand recognition is a key
differentiating factor among specialty coffee houses.  In order to build and
maintain

                               -3-
<PAGE>

brand awareness, we must succeed in our marketing efforts, and provide high
quality services and products.  Failure to successfully build and maintain
awareness of our brand name could reduce the value of your investment.

    We May Not be Able to Successfully Make Acquisitions or Investments in
    Other Companies

    If we make an acquisition of a company, we could have difficulty
assimilating the acquired company's operations and personnel, which could
increase our expenses and reduce the value of your investment. If we make
other types of acquisitions, we could have difficulty in assimilating any
acquired products, services, personnel and technologies into our operations.
These difficulties could disrupt our ongoing business, distract our management
and employees, increase our expenses and charges and materially adversely
affect our revenues and the value of your investment. Though we have no
present understanding or agreement relating to any acquisition of or
investment in another company or its business, our business strategy includes
the possible pursuit of acquisitions. In executing this strategy, we may incur
expenses without being able to identify suitable acquisition candidates, which
could reduce our profitability and the value of your investment.

    We Have Conflicts of Interest

     Our directors and officers are, or may become, in their individual
capacity, officers, directors, controlling shareholders and/or partners of
other entities engaged in a variety of businesses.  Thus, there exists
potential conflicts of interest including, among other things, time, effort
and corporate opportunity, involved in participation with such other business
entities.  The amount of time which our officers and directors will devote to
our business will be limited.  It is not anticipated that any of such other
business interests will be ones that are, or will be, in competition with us.

      Other General Business Risks

      We believe that future operating results may be impacted by general
economic conditions and various competitive factors (including competition
from other parties providing similar products).  Additionally, our results
could also be affected in any period by circumstantial revenue gain (i.e., not
strategic or planned for), business interruptions or costs associated with
events outside our control.  Our business can also be adversely impacted by
fluctuations in general economic conditions.  Other considerations that can
have a potentially significant impact on our operations include: inability to
obtain funding in a timely manner, changes in government regulations, market
demand for our proposed products, a decline in the demand for our proposed
products, the ability to maintain certain relationships providing favorable
terms and opportunities to our, the timing of significant orders, the timely
availability of capital, or for other reasons.

       The Economic Environment May Affect Our Business

       Specialty coffee retail stores depend to some degree on a strong local
economy.  Specialty coffee purchases are a consumer item and their sales rise
and fall in proportion with consumer confidence, unemployment rates, business
vitality in the local region and other factors.  We can not be expected to
predict economic cycles or their effect on sales and earnings.  There are many
factors outside our control that will affect our business, one of which
involves general economic effects of the normal business cycle of growth
followed by recession.

                               -4-
<PAGE>

RISKS RELATED TO THIS OFFERING, OUR STOCK PRICE AND CORPORATE CONTROL

    We May Use the Proceeds of this Offering in Ways with which You May Not
    Agree

    If management uses the proceeds of this offering for purposes which do not
result in increasing our revenues, the value of your investment could be
reduced. Our management will have significant discretion with respect to the
expenditure of the net proceeds of this offering, including discretion to use
the proceeds in ways with which stockholders may disagree. Investors will be
relying on the judgment of our management regarding the application of a
significant portion of the proceeds of this offering.

    Our Stock Price May Experience Extreme Price and Volume Fluctuations, and
    Investors in Our Stock May Not be Able to Resell Their Shares at or Above
    the Offering Price

    In the event of fluctuations in the market price of our common stock, you
may be unable to resell your shares at or above the offering price. We cannot
predict the extent to which investors' interest in us will lead to the
development of a trading market in our common stock or how liquid the market
might become. If you purchase shares of our common stock in this offering, you
will pay a price that was not established in a competitive market, but was
determined arbitrarily by us.  The price of the common stock that will prevail
in any market that develops after the offering may be higher or lower than the
price you paid. The stock market in general, has been volatile and has
experienced fluctuations that have often been unrelated or disproportionate to
the operating performance of companies like ours. The market price of our
common stock could be volatile and subject to wide fluctuations in response to
many factors, some of which are largely beyond our control. These factors
include:

     - quarterly variations in our results of operations;

     - adverse business developments;

     - changes in financial estimates by any securities analysts which might
choose to follow our common stock;

     - investor perception of us and the specialty coffee house business in
general;

     - announcements by our competitors of new products and services; and

     - general economic conditions.

    Future Sales of Our Common Stock After this Offering May Negatively Affect
    our Stock Price

    The market price of our common stock could decline as a result of sales of
a large number of shares of our common stock in the market following the
offering, or the perception that such sales could occur. Following this
offering, we will have a large number of shares of common stock outstanding
(relative to the number of shares to be sold in this offering) and available
for resale beginning at various points in time in the future. These sales also
might make it more difficult for us to sell equity securities in the future at
a time and at a price that we deem appropriate. The shares of our common stock
currently outstanding (including shares of common stock issuable upon
conversion of outstanding shares of Series A Preferred Stock) will become
eligible for sale without registration pursuant to Rule 144 under the
Securities Act, subject to certain conditions of Rule 144.

                               -5-
<PAGE>

    It May be Difficult for a Third Party to Acquire Our Company which Could
    Depress Our Stock Price

    Delaware corporate law and our certificate of incorporation and bylaws,
contain provisions that could have the effect of delaying, deferring or
preventing a change in control of the company or our management that
stockholders may consider favorable or beneficial, which could reduce the
value of your investment. These provisions could discourage proxy contests and
make it more difficult for you and other stockholders to elect directors and
take other corporate actions. These provisions could also limit the price that
investors might be willing to pay in the future for shares of our common
stock. These provisions include:

    - authorization to issue "blank check" preferred stock, which is preferred
stock that can be created and issued by the board of directors without prior
stockholder approval, with rights senior to those of common stock;

    - advance notice requirements for the submission by stockholders of
nominations for election to the board of directors and for proposing matters
that can be acted upon by stockholders at a meeting.

    Our Executive Officers, Directors and Existing Stockholders, whose
    Interests May Differ From other Stockholders, will have the Ability to
    Exercise Significant Control Over Us

    Our executive officers and directors and entities affiliated with them
will, in the aggregate, beneficially own approximately 46.9% of our common
stock following this offering in the event the minimum offering is sold, and
approximately 37.5% in the event the maximum offering is sold (assuming
conversion of all outstanding Series A Preferred Stock to common stock).  In
the event they purchase any of the shares offered in this offering, their
voting control will be even greater.  These stockholders will be able to
exercise significant influence over all matters requiring approval by our
stockholders, including the election of directors and the approval of
significant corporate transactions, including a change of control of the
company. The interests of these stockholders may differ from the interests of
our other stockholders.

    You Will Suffer Immediate and Substantial Dilution of the Value of Your
    Investment

    Investors purchasing shares in this offering will incur immediate and
substantial dilution in their investments. The initial public offering price
per share will exceed our net tangible book value per share. See "Dilution"
for a calculation of the extent to which your investment will be diluted.

    The Common Stock Offering Price was Arbitrarily Determined by Us

    The offering price for the shares was arbitrarily determined by us, and
bears no relationship to our assets, shareholders' equity or any other
recognized criteria of value, and should not be considered to be an indication
of our actual value.

    There is No Guaranteed Public Market for Our Common Stock

    There is no market for our common stock and no market for shares of our
Series A Preferred Stock.  Presently, we are privately owned, and there is no
market for any of our securities.  This is our initial public offering.  Most
initial public offerings are underwritten by a registered broker-dealer firm
or an underwriting group.  These underwriters generally will act as market
makers in the stock of a company they underwrite to help insure a public
market for the stock.  This offering is to be sold primarily by our officers
and directors.  We have no commitment from any registered broker-dealers to
sell shares in this offering.  As a result, we will not have the typical
broker-dealer public market interest normally generated

                               -6-
<PAGE>

with an initial public offering.   Lack of a market for shares of our common
stock could adversely affect a shareholder in the event a shareholder desires
to sell his shares for whatever reason.

    We Do Not Intend to Pay Dividends

    No dividend has been paid on our securities since inception and our
management does not intend to pay dividends at any time in the foreseeable
future.  Investors who anticipate the need for immediate dividends from their
investments should refrain from purchasing any of the shares offered hereby.

    No Assurance of Completion of "Minimum-Maximum, Best Efforts" Offering

     The shares are being offered on a "minimum-maximum, best efforts" only
basis and no individual or firm is committed to purchase or take down any of
the shares.  There is no assurance that any portion of the shares will be
sold.  Brighton Bank, 311 South Main Street, Salt Lake City, Utah 84111, will
act as the escrow agent until at least $150,000 has been received from the
purchase of shares.  In the event that at least $150,000 has not been received
within ninety (90) days of the date of this prospectus (which time period may
be extended for up to an additional thirty (30) days in our discretion), funds
will be promptly returned to investors without interest and without deducting
expenses of this offering.  As such, you could invest money for as long as one
hundred twenty  (120) days and have your investment returned without interest.
Anytime after the minimum amount is received prior  to termination of the
offering, the escrowed funds will be transmitted to us and shares will then be
issued and no refunds will be made to you thereafter. See "Terms of Offering
and Plan of Distribution."

    Effect of Penny Stock Reform Act and Rule 15g-9: Possible Inability to
    Sell Our Securities in Any Secondary Market

    The shares will be subject to the Penny Stock Reform Act.

    (a) Penny Stock Reform Act. In October 1990 Congress enacted the "Penny
Stock Reform Act of 1990" (the "'90 Act") to counter fraudulent practices
common in penny stock transactions. Pursuant to Rule 3a51-1 (the "Rule") of
the Exchange Act a security will be defined as a "penny stock" unless it is
(i) a reported security (i.e., listed on certain national securities
exchanges); (ii) a security registered or approved for registration and traded
on a national securities exchange that meets certain guidelines, where the
trade is effected through the facilities of that national exchange; (iii) a
security listed on NASDAQ; (iv) a security of an issuer that meets certain
minimum financial requirements ("net tangible assets" in excess of $2,000,000
or $5,000,000, respectively, depending on whether the issuer has been
continuously operating for more or less than three years, or "average revenue"
of at least $6,000,000 for the last three years); or (v) a security with a
price of at least $5.00 per share in the transaction in question or that has a
bid quotation (as defined in the Rule) of at least $5.00 per share.

     Broker-dealer practices in connection with transactions in "penny stocks"
are regulated by certain penny stock rules adopted by the Securities and
Exchange Commission.  Penny stocks generally are equity securities with a
price of less than $5.00 (other than securities registered on certain national
securities exchanges or quoted on the NASDAQ system, provided that current
price and volume information with respect to transactions in such securities
is provided by the exchange or system).  The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt
from the rules, to deliver a standardized risk disclosure document that
provides information about penny stocks and the risks in the penny stock
market.  The broker-dealer also must provide the customer with current bid and
offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account.  In
addition, the penny stock rules generally require that prior to a transaction
in a penny stock the broker-dealer make a special written determination that
the penny stock is a suitable investment for the

                               -7-
<PAGE>

purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to
the penny stock rules.  We anticipate that following a successful completion
of this offering, our shares of common stock will be subject to the penny
stock rules.

     Pursuant to the ("'90") Act, brokers and/or dealers, prior to effecting a
transaction in a penny stock, will be required to provide investors with
written disclosure documents containing information concerning various aspects
involved in the market for penny stocks as well as specific information about
the subject security and the transaction involving the purchase and sale of
that security (e.g., price quotes and broker-dealer and associated person
compensation). Subsequent to the transaction, the broker will be required to
deliver monthly or quarterly statements containing specific information about
the subject security. These added disclosure requirements will most likely
negatively affect the ability of purchasers herein to sell their securities in
the secondary market should a market exist therefor.

    (b)    Rule 15g-9 promulgated under the Exchange Act imposes additional
sales practice requirements on broker-dealers who sell penny stocks to persons
other than established customers. For transactions covered by the rule, the
broker-dealer must make a special suitability determination for the purchaser
and receive the purchaser's written agreement to the transaction prior to the
sale. Consequently, the rule may also affect the ability of purchasers in this
offering to sell their securities in the secondary market should a market
exist therefor.

                    FORWARD-LOOKING STATEMENTS

    Many statements made in this prospectus under the captions "Prospectus
Summary," "Risk Factors," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "The Company-Business" and elsewhere
are forward-looking statements that are not based on historical facts. Because
these forward-looking statements involve risks and uncertainties, there are
important factors that could cause actual results to differ materially from
those expressed or implied by these forward-looking statements, including
those discussed under "Risk Factors."

    The forward-looking statements made in this prospectus are based on events
through the date on which the statements are made.

                             DILUTION

     For purposes of computing dilution in the net tangible book value of our
common stock, and for general ownership, control and voting purposes described
in this section of the prospectus, all shares of Series A Preferred Stock have
been treated as having been converted to shares of our common stock on a 1 for
1 share basis.  The following table summarizes the comparative ownership and
capital contributions of existing common stock shareholders and investors in
this offering as of November 30, 1999:
                               -8-












<PAGE>
                         Shares Owned      Total Consideration   Average
                     --------------------- --------------------  Price Per
                     Number      %         Amount      %         Share
                     ---------- ---------- ----------- --------- ----------
Present (1)(2)
Shareholders
 Minimum Offering     650,000    81.25%    $232,853(3)  60.82%    $ .36
 Maximum Offering     650,000    65.00%    $232,853(3)  39.95%    $ .36

New Investors(1)(2)
 Minimum Offering     150,000    18.75%    $150,000     39.18%    $1.00
 Maximum Offering     350,000    35.00%    $350,000     60.05%    $1.00
_______________
(1)    Assumes that none of the present shareholders purchases additional
       shares in this offering.
(2)    Assumes that all outstanding shares of Series A Preferred Stock are
       converted to shares of common stock on a 1 for 1 share basis.
(3)    Includes$19,103 cost of architectural plans contributed by initial
       shareholders.

    Our pro forma net tangible book value as of August 31, 1999 was $190,839
or approximately $0.294 per share. Pro Forma net tangible book value per share
represents our total tangible assets less our total liabilities divided by the
number of shares of our common stock outstanding.  For purposes of calculating
dilution, all shares of Series A Preferred Stock have been treated as having
been converted to shares of common stock on a 1 for 1 share basis.

     Pro forma net tangible book value dilution per share represents the
difference between the amount paid per share by purchasers of common stock in
this offering and the pro forma net tangible book value per share of common
stock as adjusted to give effect to this offering. After giving effect to the
sale of the minimum (150,000) shares of common stock offered at $1.00 per
share (and assuming conversion of the Series A Preferred Stock to common stock
on a 1 for 1 share basis), our as adjusted net tangible book value as of
August 31, 1999 would have been approximately $311,839 or approximately $0.390
per share of common stock. This represents an immediate increase in pro forma
net tangible book value of approximately $0.096 per share to existing
shareholders and an immediate dilution of approximately $0.610 per share to
new investors in this offering. After giving effect to the sale of the maximum
(350,000) shares of common stock offered at $1.00 per share, our adjusted net
tangible book value as of August 31, 1999 would have been approximately
$499,839 or approximately $0.500 per share of common stock. This represents an
immediate increase in pro forma net tangible book value of approximately
$0.206 per share to existing shareholders and an immediate dilution of
approximately $0.500 per share to new investors in this offering. The
following table illustrates the dilution per share to new investors as of
August 31, 1999:

                                                     Assumes       Assumes
                                                     Minimum       Maximum
                                                     Offering      Offering
                                                     ----------    ---------
Initial public offering price per share              $1.00         $1.00
Pro forma net tangible book value per share
    as of August 31, 1999                            $0.294        $0.294

Pro-forma net tangible book value increase per
  share attributable to new shareholders             $0.096        $0.206

                               -9-
<PAGE>

As adjusted net tangible book value per
  share after offering                               $0.390        $0.500
Dilution per share to new shareholders               $0.610        $0.500
______________________

     For a description of the conversion rights, redemption rights and
liquidation preference of Series A Preferred Stock see "Description of
Securities."

                         USE OF PROCEEDS

     The net proceeds to be realized by us from this offering, after deducting
estimated commissions and offering related expenses of $20,000 is
approximately $121,000 if the minimum number of shares is sold and $309,000 if
the maximum number of shares is sold.

      The first $50,000 will be used in addition to the approximately $170,000
of net proceeds of our 1999 private placement offering to acquire a lease of
real property, construct the proposed specialty coffee store building and to
purchase necessary equipment and personal property.  We propose to use the net
proceeds as follows:

                             Assuming Sale of            Assuming Sale of
Description                  Minimum Offering            Maximum Offering
_____________________________________________________________________________
Acquire Lease and Purchase
Equipment and Personal
Property (1)                 $ 50,000                     $ 50,000

Working Capital Reserve(2)   $ 71,000                     $259,000

Total                        $121,000                     $309,000

(1)    We have obtained building estimates to construct the coffee store
building and improvements ranging from approximately $152,000 to $185,000, and
we believe we will be able to complete the construction for approximately
$165,000 which will be paid from existing funds.  We estimate it will take
approximately $50,000 of offering proceeds from this offering to purchase
necessary equipment and personal property needed for the business.

(2)    The Working Capital Reserve may be used for general corporate purposes
to operate, manage and maintain the specialty coffee store, including sales
and marketing expenses, payment of rent, purchase of products and services,
and employee compensation expenses.  In the event the maximum offering amount
is raised, we may have sufficient funds for possible expansion purposes
including possible acquisitions of complementary businesses.  We presently
have no commitments or agreements, and we are not involved in any
negotiations, with respect to any expansion plans or acquisitions.

     The amounts set forth in the use of proceeds table merely indicate the
proposed use of proceeds, and actual expenditures may vary substantially from
these estimates depending upon market and economic conditions once operations
are commenced.  We may, in the future, seek additional funds through loans or
other financing arrangements.

      Pending expenditures of the proceeds of this offering, we may make
temporary investments in short-term, investment grade, interest-bearing
securities, money market accounts, insured certificates of deposit and/or in
insured banking accounts.

                               -10-

      We presently do not pay our officers and directors any amount of salary.
In the event we are successful in completing this offering, we propose to then
begin paying our officers approximately $35.00 per hour for future services
while they work part time for us.  Any full time employees, including officers
if they work full time, will be paid salaries competitive in the industry,
subject to our ability to do so.

                          CAPITALIZATION

    The following table sets forth our capitalization as of August 31, 1999:

    - on an actual basis; and

    - on a pro forma basis to reflect the sale of the minimum and maximum
amount of securities in this offering after payment of related commissions and
offering expenses:
                                             As of       After      After
                                           August 31     Minimum    Maximum
                                              1999       Offering   Offering
                                           ------------- ---------- ---------
Debt:                                      $     538     $     538  $     538

Stockholders Equity:

- - Preferred Stock, $0.0001 par value,      $      28     $      28  $      28
2,500,000 shares authorized; 275,000
shares issued and outstanding

- -Common Stock, $0.0001 par value,          $      38     $      53  $      73
17,500,000 shares, authorized;
375,000 shares issued and outstanding,
525,000 shares as adjusted for the
minimum offering and 725,000 shares
as adjusted for the maximum offering

Additional Paid-in Capital                 $ 219,233     $ 369,218  $ 569,198

Deficit Accumulated During                 $ (28,460)    $ (57,394) $ (69,394)
the Development Stage

- -Total Shareholder's Equity                $ 190,839     $ 311,839  $ 499,839
                                           ----------    ---------- ----------
Total Capitalization                       $ 191,377     $ 312,377  $ 500,377
                                           ==========    ========== ==========


                      THE COMPANY - BUSINESS

INTRODUCTION

     We are a newly formed, developmental stage company, and we have not yet
engaged in our proposed business.  Although our officers and directors have
had no prior experience in our proposed business, they have had experience in
numerous unrelated businesses.  From their personal experience over the years
in the Salt Lake
                               -11-
<PAGE>

City area with various other companies, management believes that the
establishment of a new  retail drive-through coffee store at an appropriate
location may be a successful business venture. A brief discussion of our
management's plans follows.

THE COMPANY; ITS HISTORY AND ORGANIZATION

     Twinview, Inc. (also the "Company"), was incorporated in the State of
Delaware on November 5, 1998.  Our certificate of incorporation authorizes us
to engage in any lawful act or activity for which corporations may be
organized under the Delaware General Corporation Law.  Our immediate plan is
to construct and operate a drive-through retail specialty coffee store in Salt
Lake City, Utah through our wholly owned subsidiary, Cafe Detour, L.L.C., a
Utah limited liability company formed in November 1998.  Caf
e Detour, L.L.C.
has not yet commenced principal business operations.

     We have had a reputable architectural firm design, draft and complete
detailed working drawings (blue prints) of a proposed retail drive-through
coffee store.  The plans will be submitted to the appropriate government
agencies in Salt Lake City, Utah for review and approval once a location for
the retail coffee shop has been secured.  It is our intention to identify an
appropriate business location, secure a lease of the property upon which the
coffee store building is to be built, and then construct the proposed retail
drive-through coffee store on the property, following the successful
completion of this securities offering.  Our proposed business is to operate
the specialty coffee store.

     The architectural firm selected to design, draft and complete the
detailed working drawings of our proposed retail drive-through coffee store
was selected for its experience in designing some of the recently completed
retail coffee stores with which we must complete.  The architectural firm
recently designed, submitted and received approval of four Starbucks  Coffee
Inc. Salt Lake City locations.  All of the above locations are operating
stores as of the date of this prospectus.

     The architectural firm has experience in the design of drive through
retail coffee stores similar to our  proposed store.  By their nature of
operation, drive-through coffee stores are confined in space.  The efficiency
of design is critical.  Our design provides for two traffic lanes on each side
of the building.  It allows six automobiles on each side of the structure to
bring customers onto the premises.  We believe this design is the most
practical and efficient for any intersection corner location which we are
seeking.

     The importance for universal design attributes to be incorporated into
the building's structural design has been stressed.  These principles, when
incorporated into a comprehensive set of plans, can be used at other similar
locations.  Our initial plan is to construct a retail coffee store at one
location.  In the event that the initial store is successful, then we may
attempt to expand our business by adding additional stores at other locations
in the future.  Should this occur, we believe our architectural plans may be
used for future locations with minor expense for modifications to suit each
building site.

    We believe that practical considerations in the design process as well as
the importance of planning in design for efficient operation have been
addressed.  Another consideration in constructing a new building and creating
a new site is the appropriate blending of new structures within existing
neighborhoods.  We believe our design for our retail coffee drive-through
store is one which will be acceptable in a variety of neighborhoods.
Management believes our proposed structure is architecturally pleasing in its
design, physical aspects and practical application.  We believe our proposed
structure enhances and beautifies the site location and will be a welcome
addition to the area selected.

   We believe the growth and vitality of the Salt Lake valley area will
enhance our growth opportunities and chances for a successful retail
operation.  Management believes that as population grows in a given area there


                               -12-
<PAGE>


is additional economic room for competing businesses to enter the market.
There is no guarantee that current growth rates will continue.  They may
decline without warning.

     Management believes that Salt Lake City has and will continue to be a
good location for the successful operation of a  retail drive-through coffee
store.  The officers and directors of the Company have substantial business
contacts in the greater Salt Lake City area and believe that this will aid us
in our business efforts.  However, none of the forward looking statements in
this prospectus should be construed as a guarantee or assurance of future
success.

CRITICAL SITE LOCATION

    We believe our location for our drive-through retail coffee store will be
crucial to our success.  In our site location study conducted by Mr. John
Girvan, we have researched and considered many variables including, but not
limited to, traffic flow into and out of the Salt Lake City downtown core
area, and time of weekday density traffic flow, weekend traffic flow, seasonal
traffic flow and pedestrian traffic density.  Effects of Interstate Highway
construction projects currently ongoing in the greater Salt Lake City area
have been considered.

     We believe our study and investigation of site selection will be valuable
in selecting a final site.  Not only do we need traffic flow to bring
customers conveniently to our store, we need the type of customer that is
accustomed to buying and consuming specialty coffee drinks, pastries and other
products bought and consumed by drive-through coffee store patrons.  We do not
intend to rely solely upon customers whose habits include buying coffee and
pastries from existing stores only.  We believe the convenience of location,
ease of entrance and egress, an architecturally pleasing site and structure
and fairly priced delicious products will attract new customers who previously
have not patronized retail drive- through coffee stores.

     We are looking at several site locations available for lease within Salt
Lake City for our first retail location.  We are concentrating our location
search to the area east of and slightly south of the downtown core area of
Salt Lake City, Utah primarily between 100 South Street and 2100 South Street
and between 400 East Street and 1300 East Street.  Once we select a site, we
will attempt to negotiate a suitable lease of the land upon which the store
will be built.  If we are unable to negotiate acceptable lease terms with the
property owner, we will seek an alternate site.  No assurance can be given
that we will be able to secure acceptable lease terms on a suitable site.

     Morning Traffic Flow

     Traffic flow into Salt Lake City's core downtown business area from the
surrounding  bedroom communities and local neighborhoods is akin to water
flowing from the rim of a wheel towards its hub.  Once in the city area,
traffic dissipates into numerous and varied locations.  We are most interested
in traffic flowing from the east side, northeast and southeast neighborhoods
into the city in the morning during the business week.  As a result of our
research we believe that the majority of the professional working class
population of Salt Lake City inbound to the city downtown core area during
business week days resides in the three regional areas mentioned above.  This
is the demographic group which we are targeting.

     North in-bound traffic coming into the Salt Lake City downtown business
area has four major arteries.  The western most is Interstate 15 which is
under construction for the next two years( see construction-highway).  State
Street is the next eastern most north-south traffic artery with up to four
lanes each way.  State Street runs roughly parallel to Interstate 15 and is
due east approximately five city blocks.  State Street is due west of the
western boundary of our proposed site area by approximately three city blocks.
700 East Street is the next easterly north-south major traffic artery entering
and exiting Salt Lake City.  700 East Street runs directly through our
proposed site area, and is four lanes wide in each of the north and southbound
lanes.
                               -13-
<PAGE>

1300 East Street is the next most eastern north-south major traffic artery
leading into and out of Salt Lake City.  It is six city blocks due east of 700
East Street and forms the eastern boundary of our proposed site area. There
are three additional north-south heavily traveled routes which have less
traffic volume than the four mentioned above but they are important in that
all three are within a few blocks of possible locations within our proposed
site area.   All three north/south traffic arteries are used regularly and
extensively for the morning commute into the City during business days, and to
a lesser extent during weekends.  Three of our future competitors, Starbuck's
Inc ., Beans And Brew and The Coffee Garden have actual retail coffee stores
within the site area we are focusing on. In our opinion, traffic flow is a
primary reason for these competitors locating stores in this area.

      East-west traffic flow into the Salt Lake City core area through our
site area is generally less intense in that most east-west streets and roads
were designed to flow traffic to north-south arterial traffic lanes.  There
are two noteworthy exceptions to the above description in relation to our
proposed site search area.  The first is Interstate 80, the main east-west
northern interstate highway through Utah.  I-80 intersects 700 East Street
(previously mentioned above) approximately four city blocks to the south of
the southern boundary of the Company's proposed site location area.  A
significant volume of highway traffic traveling on westbound Interstate 80
during the weekday mornings comes from the southern and eastern communities
adjacent to Salt Lake City and travels toward the city center.  A significant
volume of this traffic flow exits Interstate 80 at 700 East Street and travels
north bound toward the city center through our proposed site area.  The second
main east-west thoroughfare feeding morning traffic into the Salt Lake City
core area is 400 South Street.  400 South Street is a natural extension of
Foothill Boulevard which runs generally north and south along Salt Lake City's
bench (foothills) areas and feeds traffic north then west into the Salt Lake
City downtown business area.  Foothill Boulevard transitions into 500 South
Street, then 400 South Street in a gentle arc near the University of Utah and
is three lanes wide in each direction.  400 South Street traffic low is
approximately five city blocks north of our proposed site area.

    In summary, we believe:

    - our  proposed site location search area is well located with regard to
morning traffic flow into the Salt Lake City downtown business area.

    - site area selection is an important part of the success of any proposed
retail drive-through coffee store.

    - convenience in location and access for our automobile driving customers
is an important factor in success of our proposed drive-through coffee store.

    - these important issues have been addressed comprehensively in our
proposed site selection and store structural design.

    - our proposed retail drive-through coffee store will produce retail sales
during all open business hours.

    - most revenues during weekdays will be derived through sales of our
products to professionals employed in the Salt Lake City area traveling into
and out of Salt Lake City in the mornings and afternoons.

      Optimum Sales Hours

      Through our research and study of our competitors' businesses we believe
peak revenue hours during weekdays will be in the morning hours and the
afternoon hours, specifically from 6 a.m. through 11:00 a.m. in the morning
and from 3:00 p.m. through 6:00 p.m. in the afternoon.  We believe we will be
able to identify and respond quickly to demand changes and traffic volume flow
with regards to labor and product supply.

                               -14-
<PAGE>

       Weekend Business

       Through our research and by observing competitors' businesses, we
believe that business during weekend business hours will be fairly constant,
although less than during week days.  Our proposed site search area enjoys a
fairly constant flow of traffic during weekends. Liberty Park experiences a
substantial increase in use by the members of the Salt Lake City community
during weekends and is within our site search area.  Seasonal trends in park
use have a direct effect on the numbers of community residents using the park,
and on potential customers for our proposed business.  Therefore, retail
business from both pedestrians and customers driving to and from Liberty Park
during spring, summer and fall would presumably be higher than in the winter
months.  However, there is no guarantee of any substantial business coming
from patrons of Liberty Park during any seasonal time of year.

OVERVIEW

     We believe our proposed retail drive-through coffee store can compete
successfully in the retail coffee business in Salt Lake City, Utah.  We
believe the following to be critical to any enterprise of this nature:

     - Location.  We believe we have identified a suitable area for this
particular enterprise through our  research and study efforts.

     - Design.  We believe this critical aspect has been addressed by using
architectural plans prepared by a professional architectural firm with recent
experience in designing the competing establishments and mirroring the proven
successful aspects of those structural and practical designs into the
Company's design.

     - Management. Although they have no prior experience in the specialty
coffee store business, Messrs. Hogle and Girvan have worked together on other
successful projects and have known and worked together for a number of years.
They have significant business backgrounds in other types of business.
See"Management".

FINANCING

      We are dependent upon raising capital through this offering to commence
our proposed business.  We believe equity financing is in our best interest to
enhance our prospects for success.  Our assets are extremely limited, and we
do  not anticipate that we will be able to secure a lease on suitable
property, construct the proposed coffee house building and commence active
business operations without the proceeds from this offering.  We have no
significant debt at present and we have no plans to acquire debt in the
immediate future.  However, there is no assurance that we will not acquire
debt in future, and may require infusions of cash from time to time through
equity or debt.

PROPERTY LEASE FOR PROPOSED SITE LOCATIONS

We do not plan to purchase real property for our proposed retail coffee store
site location.  We believe leasing property for our proposed project is
preferable since it will allow us to commence business with a smaller capital
investment.  We have identified several properties which we believe are
suitable for our proposed retail location and we have had in lease discussions
with the owner of one selected real property location.  We will be thorough in
our due diligence research to attempt to verify that any property we lease
will be free and clear of environmental hazards, buried fuel tanks, liens and
unacceptable encumbrances and other liabilities.  We intend to have any final
lease agreement reviewed by our legal counsel.  Although we feel we have
accurately assessed the legal and potential legal liabilities associated with
leasing real property, there is no assurance or guarantee we will foresee
every possible eventuality regarding legal liability concerning our proposed
leased property.

                               -15-
<PAGE>


CONSTRUCTION PHASE

     Following the successful completion of this offering, and once we have
obtained a lease on a suitable location, the construction phase of our
business plan will begin.  This will involve obtaining necessary governmental
approvals for building permits, etc., and building the actual coffee store
building and surrounding improvements.  We have received estimates to build
from reputable and bonded construction firms local to the Salt Lake City area
ranging from approximately $152,000 to $185,000 to complete our proposed
retail drive-through coffee store per architectural plans submitted to those
companies by us.  As we move closer to successful completion of this offering
we plan to select one of the general contracting firms with which we have
received a bid.

     Construction: Time to Completion

     We believe, based on discussions with our architectural firm that a
realistic time to complete our construction and to commence business is 90-120
days from the date construction is commenced.  However, construction projects
can be delayed or stopped indefinitely for many reasons not within our
control; specifically but not limited to acts of God, adverse weather
conditions, labor strikes, changes in government regulation and law, etc.
Therefor we can not guarantee timely completion of our proposed building
project.

      Construction Phase: Completion

      Upon completion of the construction phase of our planned coffee store
building, we intend to hire staff, train new employees, begin to advertise and
commence business at our new facility.

ATTRACTING EXPERIENCED EMPLOYEES

    Management has interviewed potential employees with prior work experience
from other retail coffee store locations.  We believe we will be able to
attract an ample supply of experienced and competent labor to fill required
positions at appropriate wage and expense levels.  However, the Salt Lake City
area is experiencing significant  growth in both population and business, and
enjoys one of the nation's lowest unemployment rates.  There exists and may
continue to exist a very real shortage of skilled, experienced, and competent
labor to fill a growing demand.  In the event we are unable to attract enough
employees willing to work at our proposed retail location for what we have
budgeted  for labor expense, we would have to increase proposed wages which
would negatively affect us financially.

PROPOSED PRODUCTS

     We plan to offer a full range of appropriate and select premium products
at our proposed retail drive-through coffee store.  Our proposed store should
be classified as a "specialty" retailer since our proposed products differ
from a common "coffee shop".  Our primary customers will arrive at our
location in automobiles.  Therefor it is in our interests and the customers'
desires to facilitate sales as efficiently and as quickly as possible.  We
have fashioned our proposed products and designed our proposed building and
necessary equipment accordingly.  Our proposed products will be accentuated to
demand and time of day.  Specifically, coffee and specialty coffee products
will be the base mainstay of our proposed product line.

      Beverages

      We propose that our beverages will include decaffeinated and caffeinated
freshly ground whole bean coffees of different and assorted flavors; specialty
coffee drinks including cappuccino, latte, breve, espresso, mocha lattes and
breves, iced coffee products, flavored additives including low calorie milk;
teas of various flavors and origins including caffeinated and herbal, hot
chocolate, bottled mineral water, select bottled flavored soft drinks,
specialty Italian flavoring for both hot and cold beverages and specialty
slushed iced flavored drinks.

                               -16-
<PAGE>

      Baked Products

      We plan to offer a delicious line of freshly baked pastries and rolls,
cakes and cookies as well as traditional specialty coffee store pastries such
as Biscotti and Italian pastries.  We plan to remain vigilant and attentive to
customers' desires regarding  products we will offer in the future and
seasonally.

      Sandwiches and Salads

      We intend to offer specialty sandwiches and salads on an experimental
and seasonal basis.  We believe through our research and study efforts that
selected specialty food products are in demand when coupled with the
convenience of location to customers and drive-through design of our proposed
store. We intend to focus this approach on potential business coming from
patrons using Liberty Park in the spring, summer and fall months, although we
will remain vigilant regarding additions and subtractions to our product line
remaining sensitive to customer demand, volume, and profit margin
considerations.  We believe we will be able to react quickly to changing
product demand.  However, there is no assurance that we will be accurate in
assessing customer demand for specific products or that we will be successful
in marketing those products profitably.

      Seasonality of Product Mix

      The Salt Lake City area has four distinct and different seasons.  It is
located at approximately 41 degrees north latitude on the North American
continent at approximately 4250 feet above sea level on a high semi desert
plateau that abruptly abuts the Wasatch mountain range to the city's immediate
east.  Salt Lake City has an invigorating and dynamically seasonally changing
natural environment.  The four seasons of the year must be observed in
relation to seasonally changing customer demands in product desires and
seasonally changing customer habits.  National statistics indicate that
consumption of coffee in North America varies with the seasons of the year.
However, these statistics may be misleading as they do not differentiate
between all coffee consumed and specialty coffee and related products
consumed.  Through our observations and study efforts, we believe there is a
difference in coffee and coffee products consumption trends on a seasonal
basis in the Salt Lake City area.  We also believe that while general coffee
consumption fluctuates seasonally, the consumption of specialty coffee drinks
fluctuates seasonally as well.  As an example, during warmer weather regular
patrons of our competitors' stores consume more iced coffee beverages than
they normally would in the colder months.  There is no assurance or guarantee
that we will enjoy a regular customer base as our competitors are believed to
enjoy.  There is no assurance or guarantee our assessment of seasonal factors
will adequately or accurately prepare us for changes in customer demand for
our proposed products.

PRODUCT SUPPLIERS

     We will have access to numerous suppliers of our proposed products.  None
of our proposed products are rare or in short supply at this time.  We do not
foresee becoming dependent upon one or a few suppliers for delivery and
procurement of our proposed products.  Our proposed products are not
classified as critical or special and are not rare or exotic.  Coffee
fluctuates in price as any commodity does through the natural forces of supply
and demand.  For our price forecasts of supplies we use long term price trends
and posted average yearly prices of the commodities we propose to utilize.
For our proposed specialty baked goods there are a number of suppliers in the
greater Salt Lake City area.  We intend to use specific suppliers on a trial
basis.  We may post prices paid to suppliers conspicuously and in plain view
at our delivery acceptance door to foster a competitive spirit among our
suppliers.  We have been apprised of this method of posting prices paid to
suppliers per specific items and its beneficial effects for the related retail
establishment.

                               -17-
<PAGE>

MARKETING

     Customer Incentives

     We plan to offer customers incentives to become regular patrons of our
store.  These incentives may include but not be limited to competitive
pricing, a coffee punch card and consistent quality products.

     Competitive Pricing

     Competitive  pricing of our proposed products relative to competitors'
products will be important to our success.  We have observed that local
pricing of related specialty coffee products in the Salt Lake City area are
higher than in the Seattle, Washington area where competition is brisk and
vibrant, and the number of  (specialty coffee) stores is much higher than in
the Salt Lake City area.  We believe that specialty coffee stores in the Salt
Lake City area are enjoying a higher profit margin on their product offerings
than they would if there were more stores competing, as evidenced in the
Seattle area.  We have no plans to slash prices upon entering the specialty
coffee retail industry in the Salt Lake City area.  However, we believe there
is room to discount prices below that of our competition; at least in the
beginning weeks of our initial debut in the market.  Also, we feel that as
more competition enters the specialty coffee market profit margins may
decline.

     Coffee Punch Card

     Frequent patron volume discount punch cards are a common, but not
consistently used, means of promoting customer loyalty in the specialty coffee
retail industry in the Salt Lake City area.  The coffee punch card is usually
a business card sized piece of stiff paper with the offering company's logo or
name printed upon the surface with approximately 10 boxes printed upon the
surface of the card as well.  As the customer purchases his product from a
company, an employee generally asks the customer if he or she is in possession
of one of the company's punch cards.  If not, the customer is generally asked
if the customer wishes to obtain one.  The customer presents his punch card to
the employee who punches one box or multiple boxes depending upon how many
units of the product the customer purchased.  When the customer's punch card
has been punched a requisite number of times representing a requisite number
of purchases (usually ten), the customer is entitled to one unit of
representative product free of charge, and offered another punch card by the
company employee.  This is a price discount on a volume basis, and we believe
it is effective in returning customers, accustomed to consuming a regular
quantity of the same or closely similar product, repeatedly back to the
establishment that originally issued the card.  A notable exception; some
customers of specialty coffee stores will not return to establishments where
they received a poor tasting product regardless of incentives.

     Consistent Quality Products

     We believe the best incentive to customer loyalty is consistent quality
products at fair competitive prices.  We believe that many of our proposed
customers  will patronize our store only once per day in the morning on their
way to work.  It is extremely important to us that we can deliver a consistent
quality product to that customer every morning.  Consistent quality,
convenience and fair competitive pricing are universal and historical reasons
customers return to retail establishments.  We believe we must deliver our
customers these qualities to succeed.

POSSIBLE FUTURE BUSINESS EXPANSION

In the event our initial store is successful, and provided that we are able to
obtain additional required financing, we plan to expand our number of retail
specialty coffee stores in the Greater Salt Lake City area   This may include
expanding into the Interstate 15 corridor area extending northward to the City
of Ogden, Utah and its environs and southward to the city of Spanish Fork,
Utah and its environs, and other potentially suitable locations.  We believe
we can benefit from economies of scale in purchasing products in volume for
multiple store locations while the stores in this described area would be
considered clustered with regard to close

                               -18-
<PAGE>
proximity of each other for delivery, service and management considerations.
We also believe we may benefit from increased brand name recognition and
customer loyalty by expanding.  Our expansion plan includes utilizing ground
leases to secure each real property site location.   No assurance can be given
that our business will be profitable and that we will be able to expand to
additional locations.

     Assuming our proposed business is profitable, and we are able to expand
profitability in the Salt Lake Valley area, then we could expand further on a
regional basis.  Any regional expansion would commence only when we believe
such expansion is appropriate.  The factors we deem important in this decision
will include, but not be limited to, the following factors:

     - the  profitability of our then existing establishment(s);

     - our ability to acquire additional financing needed for expansion;

     - our ability to acquire acceptable leasehold interests in suitable site
locations;

     - national and regional economic considerations such as interest rates,
unemployment rates, population growth and economic health of any and all
potential expansion areas.

CAPITAL REQUIREMENTS FOR EXPANSION OF BUSINESS

     In our discretion, we may seek capital for expansion or other business
purposes through different sources including, but not limited to: capital
markets in the form of equity financing,  debt financing,  merger and/or
acquisition, and strategic relationships with other companies including, but
not limited to, our competition.  We presently have no commitment for any such
financing, and we can give no assurance that we will be able to obtain any
additional financing.

      IN MAKING THE PRECEDING FORWARD LOOKING STATEMENTS WE ARE IN NO WAY
IMPLYING OR GUARANTEEING SUCCESS OR  PARTIAL SUCCESS IN ACCOMPLISHING ANY OR
ALL OF OUR PLANS.  THERE IS NO ASSURANCE OR GUARANTEE WE WILL BE SUCCESSFUL IN
RAISING CAPITAL FOR OUR PROPOSED BUSINESS VENTURE, OR IN THE EVENT WE ARE
SUCCESSFUL IN RAISING CAPITAL THROUGH THIS OFFERING, THERE IS NO ASSURANCE OR
GUARANTEE WE WILL BE SUCCESSFUL IN USING THE CAPITAL RAISED TO IMPLEMENT OUR
BUSINESS PLAN WITH A PROFITABLE RESULT.  ANY AND ALL PLANS FOR EXPANSION
BEYOND THE DESCRIPTION DETAILED WITHIN THIS PROSPECTUS WOULD OCCUR IN THE
FUTURE AND BE COMPLETELY DEPENDENT UPON OUR SUCCESS OF WHICH THERE IS NO
ASSURANCE OR GUARANTEE.  IN THE EVENT WE ARE NOT SUCCESSFUL IN USING THE
CAPITAL WE RECEIVE FROM THIS OFFERING TO SUCCESSFULLY IMPLEMENT OUR BUSINESS
PLAN, WE MAY BE UNABLE TO RAISE ADDITIONAL CAPITAL AND/OR CONTINUE OPERATIONS.
OUR SHARES COULD BECOME WORTHLESS.  THEREFORE, INVESTORS IN THIS OFFERING
COULD EXPERIENCE AN IMMEDIATE SUBSTANTIAL AND POSSIBLY A TOTAL LOSS OF THE
MONIES PAID FOR SHARES PURCHASED IN THIS OFFERING.

     Competition

     Competition in the specialty coffee industry within the Salt Lake City
area is intense.  All of our present competitors are established, operating
and have loyal clientele returning to their stores repeatedly to buy their
products.  Some of our competitors have a multiple year operating history and
therefor have a distinct competitive advantage over our planned entry into the
specialty retail coffee industry within the Salt Lake City area.  Our
competition may have or may have access to greater capital resources than we
have or will be able to raise in future.  Some or all of our competitors have
their stores located in competitively viable locations within Salt Lake City.
These economically viable locations and their customers' familiarity with
their locations are a real

                               -19-
<PAGE>

competitive advantage over our proposed entry into the retail specialty coffee
business in the Salt Lake City area.  Some or all of our competitors enjoy
name brand recognition associated with the products they offer their
customers.  One competitor is STARBUCKS  COFFEE COMPANY INCORPORATED which
enjoys the benefits of a national name brand.  It operates numerous locations
in the Salt Lake City area.

     Following is a list describing the number of stores of many of our
competitors located within or near our proposed site search area:

                           GREATER SALT LAKE  WITHIN FIVE
                           NUMBER OF STORES      MILES      DRIVE THROUGH
                           -----------------  ------------  --------------
Bad Ass Coffee Company             2              1           YES   (1)

Beans and Brew                     4              2           NO

Cafe Espresso                      2              1           YES   (2)

Java Hut                           3              1           YES   (3)

Millcreek Coffee Roasters          3              1           NO

Squirrel Brothers                  1              1           YES   (1)

Salt Lake Roasting Company         1              1           NO

Starbucks Coffee Company
   Incorporated                    3              2           NO

     We recognize that we will face substantial competition in establishing
our proposed retail drive-coffee store in the Salt Lake City area.  We believe
we will be able to compete successfully.  However there is no guarantee or
assurance we will be able to successfully compete or survive financially given
the competition that exists, and has existed for some time in the specialty
coffee retail environment within the Salt Lake City area.

                           MANAGEMENT

     We have no knowledge of any arrangement or understanding in existence
between any officer named below or any other person pursuant to which any such
officer was or is to be elected to such office or offices. All officers of the
Company serve at the pleasure of the Board of Directors. All officers will
hold office until the next Annual Meeting of the Board of Directors. There is
no person who is not a designated officer who is expected to make any
significant contribution to the business of the Company except as may be
engaged under contract for consulting services.

     The officers and directors of the Company each have over 10 years of
management experience in businesses unrelated to the type of business proposed
by us.  We believe that the diverse areas in which the officers and directors
acquired their experience is important in building a well rounded management
base.  Our management has extensive experience in the area of sales,
marketing,  computer hardware,  investment and capital markets,  accounting,
and operations.  The officers and directors have spent various amounts of time
investigating the specialty retail coffee business in Salt Lake City. Their
management experience includes real property development, natural resource
development, management of a video game software publishing company, and
management of both publicly and privately held companies.

     Patrick K. Hogle - President, and Director.  Mr. Patrick K. Hogle, age
38, has served as  the president  and as a director of the Company since its
inception in November 1998.  Mr. Hogle is currently Vice President

                               -20-
<PAGE>

and a director of Electro Brain International Corp., a publicly held company,
and has held these positions for more than the past five years.  Mr. Hogle is
a co-manager and co-owner of  JHCRPN, LLC, a privately held limited liability
company actively involved in the brine shrimp egg industry.  Mr. Hogle has
held this position since approximately January, 1995.  Mr Hogle was a
registered securities sales person from approximately 1983 until approximately
January, 1991.  Mr. Hogle has spent many years co-managing a family owned
business of which he is part owner.

     John S. Girvan - Secretary/Treasurer and  Director.  Mr. Girvan, age 49,
has served as Secretary, Treasurer and as a director of the Company since its
inception in November 1998.  Mr. Girvan is a co-manager and co-owner of
JHCRPN, LLC, a privately held limited liability company actively involved in
the brine shrimp egg industry.  Mr. Girvan has held this position since
approximately January, 1995.  Prior to January 1995, Mr. Girvan worked in the
commercial fishing industry in the northern Pacific Ocean and the Bering Sea
as a captain and owner of fishing vessels since 1973.  Mr. Girvan has spent
most of his professional career in the finding and procurement of various
natural resources, including wild Alaska seafood products and wild artemia
salina: a brine shrimp cyst indigenous to the Great Salt Lake in Utah, used in
the aquaculture industry world wide as a wild fish food product.  Mr. Girvan
also has a background in contracting and construction in the northwest United
States.  Mr. Girvan has been a self employed entrepreneur most of his adult
life.

                      EXECUTIVE COMPENSATION

     As of the date of this prospectus, none of our executive officers or
directors (the "Named Executive Officers") have received any cash compensation
from the Company, except: (1)  through the payment of rent as described in the
"Certain Relationships and Related Party Transactions" section of this
prospectus; (2) Mr. Girvan has received approximately $3,500 for past
services; and (3) Mr. Hogle has received approximately $2,000 for past
services.  Following a successful completion of this offering, and while the
officers and directors are working part-time for the Company, the Company
plans to compensate them at a fair, equitable and competitive hourly rate.  If
and when the officers and directors ever become full-time employees of the
Company, they may be compensated with salaries that are competitive in the
industry.

SUMMARY COMPENSATION TABLE

     There were no stock awards, restricted stock awards, stock options, stock
appreciation rights, long-term incentive plan compensation or similar rights
granted to any of our Named Executive Officers. None of our Named Executive
Officers presently holds directly any stock options or stock purchase rights.
We have no retirement, pension profit sharing, or other plan covering any of
our officers and directors.

STOCK OPTION PLANS

     As of the date of this offering, we have no outstanding stock options
held directly by our Named Executive Officers, and w have adopted no formal
stock option plans for our officers, directors and/or employees. We reserve
the right to adopt one or more stock options plans in the future.  As of the
date of this offering, we have no plans to issue additional shares of our
common or preferred stock or options to acquire the same to our officers,
directors or their affiliates or associates.

       CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

     Office Rent

     We pay rent of $100 per month for office space to three of our principal
shareholders, one of which (Mr. Hogle) is an officer and director of the
Company.  Our office consists of one room with approximately 120

                               -21-
<PAGE>

square feet and a telephone, and access to other common areas which include
the use of a fax machine, photocopy machine and conference room.  The lease
arrangement is on a month to month basis.  The building in which our office is
located is owned directly or indirectly by Patrick K. Hogle, Claire A.
Singleton and RP II, Ltd., principal shareholders of the Company.

     Purchase of Common Stock

      The architectural plans for the proposed building were acquired from our
four principal shareholders at their actual cost.    The four principal
shareholders of the Company acquired a total of 375,000 shares common stock
(93,750 shares each) in consideration for the contribution of the
architectural plans which cost $19,103 and for the aggregate payment of $7,500
cash.

     Future Construction of Coffee Store Building

     We propose that the construction of the coffee store building will be
contracted and over seen either by an independent contractor or by Mr. Girvan,
a principal shareholder and officer and director.  If Mr. Girvan provides
general contractor services in connection with the construction of our
proposed coffee house, Mr. Girvan will receive a reasonable payment of up to
15% of the total cost of construction and completion of the coffee store and
premises.

RESOLVING CONFLICTS OF INTEREST

     The Board of Directors has determined that its directors are to disclose
all conflicts of interest and all corporate opportunities to the entire Board
of Directors. Any transaction involving a conflict of interest engaged in by
the Company shall be on terms not less favorable than that which could be
obtained from an unrelated third party. A director will only be allowed to
pursue a corporate opportunity in the event it is first disclosed to the Board
of Directors and the Board determines that the Company shall not pursue the
corporate opportunity.

                 SECURITY OWNERSHIP OF MANAGEMENT
                    AND PRINCIPAL SHAREHOLDERS

      As of November 30, 1999 there were 375,000 shares of the Company's
common stock issued and outstanding and 275,000 shares of the Company's Series
A Preferred Stock issued and outstanding.  Series A Preferred Stock is
convertible to common stock on a 1 for 1 share basis, and has been treated as
having been converted to shares of common stock in the table below.  The
following table sets forth, as of November 30, 1999, the common stock
ownership of each person known by the Company to be the beneficial owner of
five percent or more of the Company's common stock. It also sets forth, as of
November 30, 1999, the common stock ownership of each director and executive
officer of the Company, and all of its officers and directors as a group. Each
person has sole voting and investment power with respect to the shares shown.


                                          Percentage of Outstanding Shares
                                                  of Common Stock

                                                      After        After
                               No. of     Before     Minimum      Maximum
                               Shares     Offering   Offering(1)  Offering(1)
_____________________________________________________________________________
Buckaroo, Ltd.(2)
220 Kearns Building
Salt Lake City, Utah 84101     93,750      14.4%       11.7%        9.4%

JGPG LTD(3)
1494 East 3350 South
Salt Lake City, Utah 84106     93,750      14.4%       11.7%        9.4%

                               -22-
<PAGE>

Claire A. Singleton(4)
573 East 300 South
Salt Lake City, Utah 84102    111,750      17.2%       14.0%       11.2%

RP II Ltd.(4)
573 East 300 South
Salt Lake City, Utah 84102    107,750      16.6%       13.5%       10.8%

All officers and directors
 as a group (2 persons)       187,500      28.8%       23.4%       18.8%


(1)    The table assumes that all shares of Series A Preferred Stock that have
been sold by the Company have been converted to shares of common stock on a 1
for 1 share basis.  In the event the Company redeems all outstanding shares of
Series A Preferred Stock prior to this conversion, then each of the four
principal stockholders would own between 17.9% and 21.3% of the outstanding
shares of common stock if the minimum offering is sold and between 12.9% and
15.4% of the outstanding shares of common stock if the maximum offering is
sold.

(2)    Buckaroo, Ltd. is a Utah partnership principally owned by Patrick K.
Hogle who is the general partner.  Mr. Hogle's brothers own small minority
interests in Buckaroo, Ltd..

(3)    JGPG Ltd. is a Utah partnership principally owned by John S. Girvan who
is the general partner, and his son Peter Girvan.

(4)    Claire A. Singleton is the mother of Ronald A. Johnson.  Mr. Johnson is
the general partner and a principal partner of RP II, Ltd.

(5)    RP II, Ltd. is a Utah partnership principally owned by Ronald A.
Johnson who is the general partner, and his son Parker Johnson.  Ronald A.
Johnson is the son of Claire A. Singleton.

      All common shares held by the officers, directors and principal
shareholders listed above are "restricted or control securities" and are
subject to limitations on resale. The shares may be sold pursuant to Rule 144
under certain circumstances, after a minimum one year holding period has been
met.  All of the common shares held by the officers, directors and principal
shareholders were issued in November 1998.  There are no contractual
arrangements or pledges of the Company's securities, known to the Company,
which may at a subsequent date result in a change of control of the Company.

      Rule 13d-3 under the Securities Exchange Act of 1934, involving the
determination of beneficial owners of securities, includes as beneficial
owners of securities, among others, any person who directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise
has, or shares, voting power and/or investment power with respect to such
securities; and, any person who has the right to acquire beneficial ownership
of such security within sixty days through means, including, but not limited
to, the exercise of any option, warrant or conversion of a security. Any
securities not outstanding which are subject to such options, warrants or
conversion privileges shall be deemed to be outstanding for the purpose of
computing the percentage of outstanding securities of the class owned by such
person, but shall not be deemed to be outstanding for the purpose of computing
the percentage of the class by any other person.

    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

OVERVIEW
                               -23-
<PAGE>

     The Company,  a development stage company, was formed on November 5,
1998, to engage in the retail drive-through coffee business.  Specifically, we
intend to obtain a lease on real property in Salt Lake City, Utah, construct a
building and develop the associated site location of our proposed retail
drive-through coffee store per our architectural plans.  The Company will then
commence operation of the proposed business.

     We intend to offer our products in an efficient and timely manner to our
customers.  We intend to offer our customers quality, delicious products at
fair and competitive prices.  We intend to compete vigorously in the specialty
coffee industry within the Salt Lake City area.

PLAN OF OPERATION

     During the next twelve (12) months, our plan of operation consists of the
following:

     - Attempt to raise approximately $150,000 or more in this offering;

     - Acquire a lease on suitable property within the proposed site area;

     - Construct the proposed coffee house building and other related
improvements on the site which is eventually selected;

     - Adequately furnish the coffee house building with equipment necessary
to the business;

     - Hire and train approximately nine or ten employees;

     - Commence business operations; and

     - Work towards making the business profitable.

     Accomplishing our 12 month plan of operations is dependent on the Company
being able to raise approximately $150,000 or more by successfully completing
this offering.  Becoming profitable will also depend on additional factors,
some of which are beyond our control.  As of the date of this prospectus we
have no commitments for any portion of this offering.

    Our current cash is sufficient to pay all the expenses of this offering.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION

    The Company was recently formed on November 5, 1998, and our activities to
date have been limited to our formation, property site study, the completion
of a private placement of 275,000 shares of our Series A Preferred Stock for
$206,250 in gross offering proceeds, and the preparation of this offering.

    Liquidity and Capital Reserves

    Presently the Company's liquid resources are sufficient to pay all of the
costs of this offering and to pay for most, if not all of the construction
costs of our proposed building.  We are dependent on completing this offering
successfully in order to obtain the funding necessary to implement our
business plan described above.  Our auditors have issued a "going concern"
opinion in Note 3 of our audited financial statements which form a part of
this Prospectus, indicating that we do not have an established source of
revenues sufficient to cover our operating costs and to allow us to continue
as a going concern.  It is our intent to complete this offering to provide us
with the funds to build and operate a coffee house.

                               -24-
<PAGE>

     To the extent we are able to obtain substantial capital for our use and
purposes from this offering, we will be able to move out of the planning and
pre-implementation stage and proceed with our business plan.

     Together with existing funds, the net proceeds from the sale of the
minimum offering as outlined within this Prospects, we believe we will have
sufficient working capital to meet anticipated capital needs for the next
twelve (12) months.  Thereafter, additional funds will need to be generated
either from internal operations or obtained from equity or debt financing, for
which we have no commitments.

     Since we can provide no assurance that our efforts in this offering will
be successful, we intend to actively pursue other financing or funding
opportunities.  Agreements for these types of financing arrangements will only
be entered into if, in our opinion, they provide a less expensive and/or more
stable form of financing or funding.

    Employees

    As of the date of this prospectus, we have no full time employees.  Our
daily business affairs have been carried out by our officers and directors who
provide services on a part-time as needed basis.  We anticipate that we will
begin having full time employees as soon as the specialty coffee store has
been constructed and furnished, and that it will take approximately two or
three full time employees and approximately seven or eight part time employees
to properly staff the coffee house once it is completed.

    Revenue

     We have had no revenues from operations.  In the event this offering is
successful we anticipate we will be able to complete our proposed construction
project and begin operation of our retail location.  We do not anticipate
generating any revenues (other than nominal interest on its cash balance)
until the proposed drive-through retail coffee store has been built, furnished
and our retail specialty coffee business has been commenced.

    Cost of Operations

    Our only operating costs to this point in time have been those costs
incurred in connection with the Company's formation, minimal office rent
expenses, and the legal, accounting, printing, and related costs associated
with our private placement offering and this offering.

    Gross Profits

     We have had no revenues and no gross or net profits as of the date of
this prospectus.

    Federal, State and Local Regulations

    There are no special federal, state or local laws regulating the proposed
type of general business retailing that we plan to engage in and there are no
special licenses or permits required other than a general business license and
public health certificate for food handling which we will obtain.

    General Business Factors

     We believe that future periods may be impacted by general economic
conditions and various competitive factors including competition from other
businesses providing similar products.  Additionally, results could also be
affected in any given period by circumstantial (i.e. not strategic or planned
for)  revenue fluctuations, business interruptions or unplanned for costs
associated with events outside our control.

                               -25-
<PAGE>

     Other considerations that could have potentially significant impacts upon
our operations include: delays in the construction phase of our planned
structure and site development,  changes in governmental laws or regulations
concerning zoning or land use,  market demand for our products,  availability
of capital resources and timing of expenditures in anticipation of increased
sales,  to name a few.

     The Need for Additional Capital

     Our business plan requires substantial funding which we are seeking
through this offering.  If we successfully complete the minimum offering but
raise less than the maximum offering, we do not expect to seek debt financing.

     The officers and directors decided at the time of incorporation that the
Company would offer shares of our Series A Preferred Stock and shares of our
common stock in an attempt to finance our initial capital needs.  We have
successfully completed and closed  the sale of shares of Series A Preferred
Stock as reflected in our financial statements.

      External Factors - Competition

      We face significant and formidable competition from other companies
engaged in the same type of business. Competitors range from highly organized
and well financed national store chains to single store individually owned
family enterprises.  We face competition with established,  financially sound
organizations with loyal clientele and name brand recognition.

     There is also no assurance that our proposed products will meet with
public acceptance. However, we believe that our proposed business can become
successful, and achieve significant name recognition in the local marketplace.

     Considerations Potentially Impacting the Business

     In the event we successfully complete the maximum offering, we will be
able to implement our immediate 12 month business plan and we could also seek
and consider new opportunities.  We would be better positioned to take
advantage of any new opportunities as they may arise.

    Other considerations that can have a potentially significant impact on our
operations include: inability to attract return customers, changes in
governmental regulations, market demand for our proposed products and
services, the ability to develop and maintain certain relationships providing
favorable terms and opportunities, the timely availability of capital,
financial difficulties, unexpected cancellation of services, and general
economic conditions.

    General and Administrative

    It is anticipated that our general and administrative costs will consist
primarily of expenses associated with developing our proposed retail location
and, upon completion of the construction phase, costs associated with
management of operations of our proposed retail store.

     Provision for Income Taxes

     No provision (or benefit) for income taxes has been made. In the opinion
of management, future benefits arising from utilization of the net loss carry
forward cannot be reasonably estimated.  No deferred asset has been
established.

     Net Income (Loss) From Operations

                               -26-
<PAGE>

     From inception through August 31, 1999, we have incurred a net loss from
operations of approximately $28,460.00.

            TERMS OF OFFERING AND PLAN OF DISTRIBUTION

SELLING THE SHARES OF THE OFFERING

     Our officers and directors have been authorized to sell shares of our
common stock pursuant to this prospectus to any and all suitable investors in
certain states in which these securities are registered or are exempt from
registration.  Our officers and directors will not receive commissions or
other offering remuneration of any kind for selling shares in this offering.
It is anticipated that most, if not all, sales will be made by John S. Girvan
and/or Patrick K. Hogle, our officers and directors.  We may enter into an
agency agreement with one or more registered broker-dealers or registered
sales agents for the sale of shares, in which event we may pay such registered
broker-dealers or registered sales agents commissions of up to six percent
(6%) of the offering price of shares actually sold by them.  The agency
agreement will likely include provisions for mutual indemnification against
certain civil liabilities, including liabilities arising under the Securities
Act of 1933, as amended.  Insofar as indemnification for liability arising
under the Securities Act of 1933 (the "Act") may be permitted to our
directors, officers and controlling persons pursuant to the foregoing
provisions, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the event
a claim for indemnification against such liabilities (other than the payment
by us of expenses incurred or paid by any of our directors, officers or
controlling persons in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being sold in this offering, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

      The shares of common stock are being offered by us on a "best efforts,
minimum-maximum" basis.  No one has committed to purchase or take down any of
the shares offered.  In the event that the minimum number of shares (150,000)
having a gross subscription price of $150,000 are not sold within ninety (90)
days from the date of this prospectus (unless extended by us for up to an
additional thirty (30) days) all proceeds raised will be promptly returned to
investors without paying interest and without deducting any expenses of the
offering.  Proceeds from the sale of the shares will be placed in escrow with
Brighton Bank, 311 South State Street, Salt Lake City, Utah 84111, no later
than noon of the next business day following receipt.  You will not have the
use of your funds, will not earn interest on funds in escrow, and will not be
able to obtain return of funds placed in escrow unless and until the offering
period expires, which could last up to one hundred twenty (120) days.

     The shares are offered subject to prior sale, when, as, and if delivered
to and accepted by us, and subject to approval of certain matters by legal
counsel.  We reserve the right to withdraw, cancel or modify such offer and to
reject any offer in whole or in part.  Delivery of the shares will be made to
investors promptly upon acceptance of cash and the satisfaction of escrow
conditions relating to completion of the minimum offering amount.

THE OFFERING PRICE WAS ARBITRARILY DETERMINED; NO PUBLIC MARKET

     As of the date of this prospectus, there is no public market for our
common stock. The offering price of the shares was determined arbitrarily by
us.  It was not based on any established criteria of value. In determining the
offering price and the number of shares to be offered, we considered such
factors as our financial condition, our potential for profit and the general
condition of the securities market. The offering price of $1.00 per share was
decided on by us because we believe that the price of $1.00 per share will be
the easiest price at which to sell the shares. Accordingly, the offering price
should not be considered an indication of the actual value

                               -27-
<PAGE>

of us or our shares of common stock. The price bears no relation to our
assets, book value, earnings or net worth or any other traditional criterion
of value. There is also no assurance that an active market will ever develop
in our securities.  You may not be able to resell any shares you purchased in
this offering following this offering.  Our common stock and our Series A
Preferred Stock have never been traded on any exchange or market prior to this
offering.  It has been privately held.  Additionally, the 1 for 1 share
conversion ratio that applies when shares of Series A Preferred Stock are
converted to shares of common stock was arbitrarily determined by us, and
bears no relation to our assets, book value, earnings or net worth or any
other traditional criterion of value.

DIVIDENDS

      We have never paid dividends on our Series A Preferred Stock or our
common stock.  The Board of Directors presently intends to pursue a policy of
retaining earnings, if any, for use in our operations and to finance expansion
of our business.  The Series A Preferred Stock bears no dividend.  Any
declaration and payment of dividends in the future, of which there can be no
assurance, will be determined by our Board of Directors in light of conditions
then existing, including our earnings, financial condition, capital
requirements and other factors. There are presently no dividends which are
accrued or owing with respect to our outstanding stock. No assurance can be
given that  dividends will ever be declared or paid on our common stock in the
future.

HOW TO SUBSCRIBE

     If you desire to subscribe for shares in this offering, you must complete
a Subscription Agreement and pay the entire subscription amount in wire
transferred funds, cash, check or money order upon subscribing.  You must
deliver the Subscription Agreement  directly to Mr. Hogle or Mr. Girvan or to
a registered broker-dealer participating in the offering.  Checks must be made
payable to "Brighton Bank, Escrow Agent for Twinview, Inc.", until you are
notified that the minimum offering has been achieved, and then funds may be
made payable directly to "Twinview, Inc."

      By signing the Subscription Agreement you are making a binding offer to
buy shares.  The Subscription Agreement also constitutes your agreement to
indemnify us against liabilities incurred because of any misstatements and
omissions you make in the Subscription Agreement.  All subscriptions are
subject to acceptance by us.

     You are urged to consult your own counsel and accountant with respect to
the merits of an investment in the shares.

PURCHASES BY OFFICERS, DIRECTORS AND PRINCIPAL SHAREHOLDERS

     Our officers, directors and principal shareholders and persons associated
with them may purchase some of the shares being offered pursuant to this
prospectus. Any securities purchased by our officers, directors, and principal
shareholders will be purchased for investment purposes only and not for the
purpose of redistribution. Moreover, it is not intended that the proceeds from
this offering will be utilized, directly or indirectly, to enable anyone,
including officers and directors, to purchase the shares offered. To the
extent such persons purchase shares in the offering, the number of shares
required to be purchased by other investors such that the amount for closing
the minimum offering is reached will be reduced by that amount. Purchases of
shares by officers and directors will result in management increasing its
control of the Company. Consequently, this offering could close with a greater
percentage of shares being held by present management and with lesser
participation by the other investors than would otherwise be the case.

                               -28-
<PAGE>


                    DESCRIPTION OF SECURITIES

     Our authorized capital stock consists of 17,500,000 shares of $.0001 par
value common stock and 2,500,000 shares of $.0001 par value voting preferred
stock. All shares have equal voting rights and are not assessable. Voting
rights are not cumulative.  The holders of more than 50% of the voting stock
could, if they chose to do so, elect all of the directors.

COMMON STOCK

     Upon liquidation, dissolution or winding up of the Company, our assets,
after the payment of liabilities and after the satisfaction of all claims by
shareholders of our preferred stock, will be distributed pro rata to the
holders of the common stock. The holders of the common stock do not have
preemptive rights to subscribe for any additional securities and they have no
right to require us to redeem or purchase their shares. The shares of common
stock presently outstanding are, and the shares of common stock which may be
sold in future will be, upon issuance, fully paid and nonassessable.

     Holders of our common stock are entitled to share equally in dividends
when, as and if declared by the Board of Directors, out of funds legally
available therefor after payment of any dividends to the holders of our
preferred stock. We have not paid any cash dividends on our common stock, and
it is unlikely that any such dividends will be declared in the foreseeable
future.

PREFERRED STOCK

     The Company is authorized to issue 2,500,000 shares of preferred stock,
$.0001 par value. The preferred stock may be issued in series from time to
time with such designation, rights, preferences and limitations as the Board
of Directors may determine by resolution. The rights, preferences and
limitations of separate series of preferred stock may differ with respect to
such matters as may be determined by the Board of Directors, including,
without limitation, the rate of dividends, amounts payable on liquidation,
sinking fund provisions (if any), conversion rights (if any), and voting
rights. The potential exists that preferred stock might be issued which would
grant dividend preferences and liquidation preferences to preferred
shareholders over common shareholders.

     We recently completed a private placement sale of 275,000 shares of our
Series A Preferred Stock.  We received approximately $206,250.00 as a result
of this sale of shares.

     Unless the nature of a particular transaction and applicable statutes
require such approval, the Board of Directors has the authority to issue
preferred shares without shareholder approval. The issuance of preferred stock
may have the affect of delaying or preventing a change in control of the
Company without any further action by shareholders.

     Series A Preferred Stock

     Our Board of Directors approved a Certificate of Designation of Rights,
Preferences and Number of Shares of Series A Convertible Stock (the "Series A
Designation"), a copy of which is attached to this prospectus as Exhibit B.
The Series A Designation establishes one series of convertible preferred
stock, consisting of an aggregate of 275,000 shares which is designated as the
"Series A Preferred Stock."  A summary of the rights and preferences of the
Series A Preferred Stock is provided below.  However, the summary is qualified
in its entirety by reference to the Series A Designation which is attached to
this prospectus as Exhibit B.

      No cash dividends shall be paid on the Series A Preferred Stock.  In the
event of any liquidation, dissolution or winding up of the Company, either
voluntary or involuntary, the holders of the Series A Preferred Stock shall be
entitled to receive, prior and in preference to any distribution of any of the
assets or surplus funds

                               -29-
<PAGE>

of the Company to the holders of the common stock the amount of $0.75 per
share (adjusted proportionately for any stock splits, combinations or similar
events) for each share of Series A Preferred Stock then held by them.  Subject
to our right to redeem any outstanding shares of Series A Preferred Stock,
Series A Preferred stockholders shall have the right, at such holder's option
at any time prior to March 22, 2001 (two years following the First Issue Date
of the Series A Preferred Stock), to convert any shares of Series A Preferred
Stock held by them into fully paid and nonassessable whole shares of common
stock on a 1 for 1 share basis.  In order to exercise this conversion right, a
Series A Preferred stockholder must provide us with a written notice of
conversion as described in the Series A Designation, and surrender the Series
A Preferred Stock certificate(s) properly endorsed with a medallion signature
guarantee.  Upon our receipt of a stockholder's written notice to convert any
shares of the Series A Preferred Stock together with a properly endorsed and
properly guaranteed stock certificate, we shall have thirty (30) days within
which to mail the registered holder a notice of redemption of any or all of
the shares surrendered for conversion at the cash redemption price of $1.25
per share.  If we elect to redeem more than seventy-five percent (75%) of the
shares surrendered for voluntary conversion by any stockholder, the
stockholder may object by sending written notice of objection to us within ten
(10) days following the holder's receipt of our notice of redemption.  Should
the stockholder so object, the stockholder will be allowed to convert all of
the holder's Shares of Series A Preferred Stock in excess of seventy-five
percent (75%) of the amount surrendered for conversion.  We must pay the cash
redemption price (out of funds legally available therefore) to the holder
within thirty (30) days following the mailing of the notice of redemption.  On
March 22, 2001, all outstanding shares of our Series A Preferred Stock shall
be deemed to be automatically converted to shares of our common stock on a 1
for 1 share basis.

     We may voluntarily redeem at any time prior to March 22, 2001, any or all
shares of Series A Preferred Stock then outstanding if and to the extent that
we have funds legally available therefore; provided, however, that if we elect
to redeem more than seventy-five percent (75%) of the Series A Preferred Stock
held by any particular stockholder, the stockholder may object by sending
written notice of objection to us within ten (10) days following the holder's
receipt of our notice of redemption.  Should the stockholder so object, we
will only be permitted to redeem a maximum of seventy-five percent (75%) of
the shares of Series A Preferred Stock held by an objecting stockholder.  In
the event of a voluntary  redemption by us, the Series A Preferred Stock to be
redeemed shall be redeemed by paying for each share in cash the sum of a $1.25
(adjusted proportionately for any stock splits, combinations or other similar
events).

     Except as otherwise provided by law, the holders of common stock and
Series A Preferred Stock shall vote together as a class on all matters to be
voted on by the stockholders on the following basis: each holder of Series A
Preferred Stock shall be entitled to one vote for each share of common stock
which would be issuable to such holder upon conversion of all the shares of
Series A Preferred Stock held by such holder on the record date for the
determination of stockholders entitled to vote.

     At any time when shares of Series A Preferred Stock are outstanding,
without the prior consent of the holders of more than fifty percent (50%) of
the outstanding shares of Series A Preferred Stock and the outstanding shares
of common stock voting together as a single class (except where the vote or
written consent of the holders of a greater number of shares is required by
law or our Certificate of Incorporation, we shall not (a) pay or declare
certain dividends or distributions on shares of common stock; (b) authorize,
by Amendment to the Certificate of Incorporation or otherwise, or issue any
securities which would be on a parity with or have any preference or
priorities superior to the Series A Preferred Stock as to dividends or assets;
(c) amend, alter or repeal any provision of our Certificate of Incorporation,
the Series A Designation or our By-Laws in any manner which would adversely
affect the preferences, qualifications, special or relative rights or
privileges of the Series A Preferred Stock; (d) enter into any agreement,
arrangement or understanding which is inconsistent with the rights of the
Series A Preferred Stock or conflict with the rights, privileges and powers,
or the restrictions provided for the benefit of the Series A Preferred Stock;
(e) consent to any dissolution, liquidation or winding up of the Company, or
merge or consolidate with any other entity except in a transaction which (1)
we are the surviving corporation, and (2) the merger or consolidation does not
violate any other restrictive covenant binding on us.

                               -30-
<PAGE>

    Except as otherwise required by law or provided in the Series A
Designation, any term of the Series A Designation may be amended and the
observance of any term may be waived only with the written consent of holders
of not less than seventy-five percent (75%) of the combined voting interests
of the shares of Series A Preferred Stock and common stock.

RESTRICTIONS ON TRANSFER OF SHARES

    The shares of Series A Preferred stock that have been sold by us have not
been registered or qualified under the Securities Act of 1933, as amended, or
the securities law of any state or other jurisdiction.  Their sale or transfer
has been appropriately restricted.

     Upon conversion of the shares of Series A Preferred Stock there shall be
issued to the holder of the shares an equivalent number of shares of our
common stock, $.0001 par value, which shares shall also be restricted and
which may not be sold in the absence of either an effective registration
statement and/or qualification of such shares under the Securities Act of 1933
and applicable state securities laws, or the availability of an exemption from
the Securities Act of 1933 and any such state securities laws.  A notation
will be made on our stock transfer records so that transfers of such shares of
our common stock will not be effected on those records without compliance with
these restrictions.  Notwithstanding the foregoing, under Rule 144(d) as
presently in effect, the time during which the shares of Series A Preferred
Stock are held shall be added to or "tacked" onto the time the shares of
common stock into which the shares become converted are held for purposes of
meeting the holding period requirements of Rule 144.  Resales of such common
stock may be possible under Rule 144 beginning as early as March 2000, subject
to compliance with the other provisions of Rule 144, as to which no assurance
can be given.

    In the case of any share exchange, capital reorganization or
reclassification whereby the common stock is converted into other securities
or property, we will make appropriate provisions so that the holder of each
share of Series A Preferred Stock then outstanding will have the right
thereafter to convert such share of Series A Preferred Stock into the kind and
amount of shares of stock and other securities and property receivable upon
such consolidation, merger, share exchange, capital reorganization or
reclassification by a holder of a number of shares of common stock into which
such shares of Series A Preferred Stock might have been converted immediately
prior to such consolidation, merger, share exchange, capital reorganization or
reclassification.

NO MARKET FOR OUR SHARES

AS OF THE DATE  OF THIS PROSPECTUS AND FOR THE FORESEEABLE FUTURE THERE IS NO
PUBLIC OR PRIVATE MARKET FOR OUR SHARES.  IN THE EVENT WE ARE SUCCESSFUL IN
RAISING CAPITAL THROUGH THIS OFFERING THERE WILL STILL BE ONLY A LIMITED
MARKET FOR OUR SHARES.    WE DO NOT ANTICIPATE THAT A PUBLIC OR PRIVATE MARKET
WILL EVER DEVELOP FOR SHARES OF OUR SERIES A PREFERRED STOCK.  ONLY IN THE
EVENT THAT WE ARE SUCCESSFUL IN MAKING THIS INITIAL PUBLIC OFFERING OF OUR
COMMON STOCK DO WE ANTICIPATE THAT WE WILL EVER HAVE ANY PUBLIC MARKET FOR OUR
SECURITIES.  SHOULD THAT OCCUR SUCCESSFULLY, SHARES OF SERIES A PREFERRED
STOCK WOULD NEED TO FIRST BE CONVERTED TO SHARES OF OUR COMMON STOCK, AND THE
CONVERTING STOCKHOLDERS WOULD NEED TO SATISFY THE REQUIREMENTS OF RULE 144 OR
ANOTHER EXEMPTION FROM APPLICABLE SECURITIES REGISTRATION LAWS IN ORDER TO
SELL SHARES IN SUCH A MARKET, IF ONE SHOULD EVER DEVELOP.  IN THE EVENT THERE
IS NO MARKET FOR OUR SHARES, YOU COULD SUFFER A TOTAL LOSS OF ALL MONIES PAID
TO US FOR OUR SHARES.  NO ASSURANCE CAN BE GIVEN THAT WE WILL BE ABLE TO
SUCCESSFULLY COMPLETE THIS INITIAL PUBLIC OFFERING OF OUR COMMON STOCK  AND
DEVELOP AND SUSTAIN A PUBLIC MARKET THEREFOR.

                               -31-
<PAGE>

COMPLETE THIS INITIAL PUBLIC OFFERING OF OUR COMMON STOCK AND DEVELOP AND
SUSTAIN A PUBLIC MARKET THEREFORE.

     Other Provisions

     The shares of common stock offered by this prospectus when issued, will
be duly and validly issued, fully paid and nonassessable.

     You will have no preemptive rights with respect to any shares of our
capital stock  or any other securities convertible into our common stock or
rights or options to purchase any such shares.

                        LEGAL PROCEEDINGS

     There are no legal proceedings or pending litigation to which we are a
party or against any of our officers or directors as a result of their
capacities with the Company, and we are not aware of any threat of such
litigation.  We are not aware of any proceeding involving us that a
governmental authority may be contemplating.

                          TRANSFER AGENT

    The Company has retained OTC Stock Transfer, 231 East 2100 South Salt Lake
City, Utah 84105 as Transfer Agent for our Series A Preferred Stock and our
common stock.

                             EXPERTS

     The financial statements as of August 31, 1999 and December 31, 1998 and
for the periods then ended included in this prospectus, have been audited by
Jones, Jensen & Company, LLC independent public accountants, as stated in
their report appearing herein and have been so included in reliance upon such
report given upon the authority of that firm as experts in accounting and
auditing.

                       FINANCIAL STATEMENTS

    Our audited financial statements which consist of an audited balance sheet
as of December 31, 1998, unaudited balance sheet as of August 31, 1999, and
related statements of operations, stockholders' equity and cash flows from
inception on November 5, 1998 through August 31, 1999 and accompanying foot
notes appear on the following pages.

                               -32-

<PAGE>

                  TWINVIEW, INC. AND SUBSIDIARY
                  (A Development Stage Company)

                CONSOLIDATED FINANCIAL STATEMENTS

              August 31, 1999 and December 31, 1998

<PAGE> 33


                         C O N T E N T S


Independent Auditors' Report ...............................3

Consolidated Balance Sheets ................................4

Consolidated Statements of Operations ......................5

Consolidated Statements of Stockholders' Equity ............6

Consolidated Statements of Cash Flows ......................7

Notes to the Consolidated Financial statements .............8

<PAGE> 34

            <Letterhead: JONES, JENSEN & COMPANY, LLC
           Certified Public Accountants and Consultants
                 50 South Main Street, Suite 1450
                    Salt Lake City, Utah 84144
                     Telephone (801) 328-4408
                    Facsimile (801) 328-4461>



INDEPENDENT AUDITORS' REPORT


To the Stockholders of
Twinview, Inc. and Subsidiary
(A Development Stage Company)
Salt Lake City, Utah


We have audited the accompanying consolidated balance sheets of Twinview, Inc.
and Subsidiary (a development stage company) (the Company) as of August 31,
1999 and December 31, 1998 and the related consolidated statements of
operations, stockholders' equity and cash flows for the eight months ended
August 31, 1999 and from inception on November 5, 1998 through December 31,
1998 and August 31, 1999.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall consolidated financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Twinview,
Inc. and Subsidiary (a development stage company) as of August 31, 1999 and
December 31, 1998 and the results of their consolidated operations and their
consolidated cash flows for the eight months ended August 31, 1999 and from
inception on November 5, 1998 through December 31, 1998 and August 31, 1999 in
conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 3 to
the consolidated financial statements, the Company is a development stage
company with no significant operating results to date, which raises
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 3.
The consolidated financial statements do not include any adjustments that
might result from the outcome of the uncertainty.

/s/ Jones, Jensen & Company

Jones, Jensen & Company
Salt Lake City, Utah
September 27, 1999


<PAGE> 35

                  TWINVIEW, INC. AND SUBSIDIARY
                  (A Development Stage Company)
                   Consolidated Balance Sheets

                              ASSETS
                             -------

                                                August 31,      December 31,
                                                1999            1998
                                                --------------- --------------
CURRENT ASSETS

    Cash                                        $      172,274  $      3,076
                                                --------------- --------------
        Total Current Assets                           172,274         3,076
                                                --------------- --------------
FIXED ASSETS (Note 4)                                   19,103        19,103
                                                --------------- --------------
OTHER ASSETS

    Deferred stock offering costs                           -         10,230
                                                --------------- --------------
        Total Other Assets                                  -         10,230
                                                --------------- --------------
        TOTAL ASSETS                            $      191,377  $     32,409
                                                =============== ==============

               LIABILITIES AND STOCKHOLDERS' EQUITY
               ------------------------------------

CURRENT LIABILITIES

    Accounts payable                            $          538  $     12,260
                                                --------------- --------------
        Total Current Liabilities                          538        12,260
                                                --------------- --------------
STOCKHOLDERS' EQUITY

    Preferred stock; $0.0001 par value,
     2,500,000 shares authorized; 275,000
     shares issued and outstanding                          28            -
    Common stock; $0.0001 par value,
     17,500,000 shares authorized; 375,000
     shares issued and outstanding                          38            38
    Additional paid-in capital                         219,233        26,589
    Deficit accumulated during the
     development stage                                 (28,460)       (6,478)
                                                --------------- --------------
        Total Stockholders' Equity                     190,839        20,149
                                                --------------- --------------
        TOTAL LIABILITIES AND STOCKHOLDERS'
        EQUITY                                  $      191,377  $     32,409
                                                =============== ==============

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

                                4
<PAGE> 36

                  TWINVIEW, INC. AND SUBSIDIARY
                  (A Development Stage Company)
              Consolidated Statements of Operations

                                                            From
                                                         Inception on
                                    For the               November 5,
                                    Eight Months         1998 Through
                                    Ended          ---------------------------
                                    August 31,     December 31,     August 31,
                                    1999            1998              1999
                                    -------------- ------------- -------------

REVENUE                             $           -  $          -  $          -
                                    -------------- ------------- -------------
EXPENSES

  General and administrative               21,982         6,478        28,460
                                    -------------- ------------- -------------
      Total Expenses                       21,982         6,478        28,460
                                    -------------- ------------- -------------
NET LOSS                            $     (21,982) $     (6,478) $    (28,460)
                                    ============== ============= =============
BASIC LOSS PER SHARE                $       (0.06) $      (0.02)
                                    ============== =============
BASIC WEIGHTED AVERAGE
 NUMBER OF SHARES
 OUTSTANDING                              375,000       375,000
                                    ============== =============

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

                                5
<PAGE> 37

                  TWINVIEW, INC. AND SUBSIDIARY
                  (A Development Stage Company)
         Consolidated Statements of Stockholders' Equity
    From Inception on November 5, 1998 through August 31, 1999


</TABLE>
<TABLE>
<CAPTION

                                                                                          Deficit
                                                                                          Accumulated
                                                                              Additional  During the
                                        Common Stock        Preferred Stock   Paid-In     Development
                                    Shares    Amounts     Shares    Amount    Capital     Stage
                                  ---------- ---------- ---------- ---------- ----------- ------------
<S>                               <C>        <C>        <C>        <C>        <C>         <C>
Balance at inception on
 November 5, 1998                         -  $       -          -  $       -  $        -  $         -

Common stock issued for cash
 at approximately $0.071
 per share                          106,626         12          -          -       7,488            -

Common stock issued for
 property at approximately
 $0.071 per share                   268,374         26          -          -      19,101            -

Net loss from inception on
 November 5, 1998 through
 December 31, 1998                        -          -          -          -           -       (6,478)
                                  ---------- ---------- ---------- ---------- ----------- ------------
Balance, December 31, 1998          375,000         38          -          -      26,589       (6,478)

Preferred stock issued for cash
 at $0.75 per share                       -          -    275,000         28     206,222            -

Stock offering costs                      -          -          -          -     (13,578)           -

Net loss for the eight months
 ended August 31, 1999                    -          -          -          -           -      (21,982)
                                  ---------- ---------- ---------- ---------- ----------- ------------
Balance, August 31, 1999            375,000  $      38    275,000  $      28  $  219,233  $   (28,460)
                                  ========== ========== ========== ========== =========== ============

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

                                       6
</TABLE>
<PAGE> 38
                  TWINVIEW, INC. AND SUBSIDIARY
                  (A Development Stage Company)
              Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>

                                                                        From
                                                                     Inception on
                                                For the               November 5,
                                                Eight Months         1998 Through
                                                Ended          ---------------------------
                                                August 31,     December 31,     August 31,
                                                1999              1998            1999
                                                -------------- ------------- -------------
<S>                                             <C>            <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                      $     (21,982) $     (6,478) $    (28,460)
  Changes in operating assets and liabilities:
     Increase (decrease) in accounts payable          (11,722)       12,284           562
                                                -------------- ------------- -------------
      Net Cash Provided by Operating Activities       (33,704)        5,806       (27,898)
                                                -------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES                       -             -             -
                                                -------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES

  Stock offering costs                                 (3,348)      (10,230)      (13,578)
  Common and preferred stock issued for cash          206,250         7,500       213,750
                                                -------------- ------------- -------------
      Net Cash Provided by Financing Activities       202,902        (2,730)      200,172
                                                -------------- ------------- -------------
NET INCREASE IN CASH                                  169,198         3,076       172,274

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD        3,076            -             -
                                                -------------- ------------- -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD      $     172,274  $      3,076  $    172,274
                                                ============== ============= =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash Paid For:

    Interest paid                               $          -   $          -  $         -
    Income taxes paid                           $          -   $          -  $         -

NON-CASH FINANCING ACTIVITIES

    Common stock issued for property            $          -   $     19,127  $     19,127

         The accompanying notes are an integral part of these
                  consolidated financial statements,

                                  7
</TABLE>
<PAGE> 39


                  TWINVIEW, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
              August 31, 1999 and December 31, 1998


NOTE 1 -    NATURE OF ORGANIZATION

    The consolidated financial statements presented are those of Twinview,
Inc. and its wholly-owned subsidiary Cafe' Detour, L.L.C. (the Company).  The
Company was organized under the laws of the State of Delaware on November 5,
1998.  The Company was organized for the purpose of marketing beverage
products.  On November 25, 1998, the Company formed Cafe' Detour, L.L.C. as a
wholly-owned subsidiary.  Cafe' Detour will be the operating company for a
coffeehouse when the construction is completed.

NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    a.  Accounting Method

    The consolidated financial statements are prepared using the accrual
method of accounting.  The Company has elected a December 31 year end.

    b.  Provision for Taxes

    At August 31, 1999, the Company had net operating loss carryforwards of
approximately $28,000 that may be offset against future taxable income through
2014.  No tax benefit has been reported in the consolidated financial
statements because the Company believes there is a 50% or greater chance the
carryforwards will expire unused.  Accordingly, the potential tax benefits of
the loss carryforwards are offset by a valuation allowance of the same amount.

    c.  Use of Estimates

    The preparation of consolidated 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.

    d.  Cash and Cash Equivalents

    The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.

    e.  Basic Loss Per Share

    The computation of basic loss per share of common stock is based on the
weighted average number of shares outstanding during the period of the
financial statements.  The Company's preferred shares have been excluded from
the basic net loss per share calculation as they are antidilutive.

                                8
<PAGE> 40

                  TWINVIEW, INC. AND SUBSIDIARY
                  (A Development Stage Company)
                Notes to the Financial Statements
              August 31, 1999 and December 31, 1998


NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

    f.  Principles of Consolidation

    The accompanying consolidated financial statements include those of
Twinview, Inc. and its wholly-owned subsidiary Cafe' Detour, LLC.  All
significant intercompany accounts and transactions have been eliminated.

NOTE 3 -    GOING CONCERN

    The Company's consolidated `financial statements are prepared using
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business.  However, the Company does not have an established
source of revenues sufficient to cover its operating costs and to allow it to
continue as a going concern.  The Company recently completed a private
placement offering of its series A preferred stock, and now intends to build
and operate a coffeehouse.

NOTE 4 -    FIXED ASSETS

    Fixed assets are made up of architectural plans to be used in the
construction of a building and are recorded at cost.  Major additions and
improvements are capitalized and minor repairs are expensed when incurred.
Depreciation will be computed using the straight-line method when construction
of the building is complete.

NOTE 5 -    PRIVATE PLACEMENT OFFERING

    On June 21, 1999, the Company completed a private placement offering in
which they issued 275,000 shares of its series A preferred stock at $0.75  per
share.  The costs incurred with the offering have been charged against the
proceeds of the offering.

<PAGE> 41


                            EXHIBIT A


                      SUBSCRIPTION AGREEMENT

                          TWINVIEW, INC.

                           Common Stock


    1.    SUBSCRIPTION.  Effective the ____  day of _____________ , 2000, the
undersigned hereby applies to purchase the number of shares (the "Shares")
stated below of the Common Stock, $.0001 par value (the "Common Stock") of
Twinview, Inc. (the "Company"), such purchase being made in accordance with
the terms and conditions of the Prospectus, dated ___________, 2000 (the
"Prospectus"), pursuant to which the Shares have been offered to the
undersigned.  This Subscription may be accepted or rejected in whole or in
part by the Company. The Company shall have the right, exercisable in its sole
and absolute discretion, to accept subscriptions in any order it may
determine.

    2.    REPRESENTATIONS BY UNDERSIGNED.  The undersigned represents and
warrants as follows:

    (a)    the undersigned has received the Prospectus and has read and
analyzed it.

    (b)    the undersigned acknowledges and understands that no U. S. federal
or state agency, nor any governmental agency of any other jurisdiction, has
made any recommendation or endorsement of the Shares;

    (c)    the undersigned recognizes that the Company is newly formed, has no
history of operations, revenues or profits and that acquisition of the Shares
as an investment involves a high degree of risk;

    (d)    if an individual, the undersigned is 21 years of age or over and is
a bona fide resident of the state set forth in the residence address which
such individual has set forth below;

    (e)    the undersigned is capable of bearing the high degree of economic
risk associated with an investment in the Shares, including the possible
complete loss of all invested funds;

    (f)    all of the representations of the undersigned herein are true and
accurate, and that the Company and the officers and directors of the Company
(collectively "Management") will and may, without further investigation, rely
on such representations.

    3.    PAYMENT OF SUBSCRIPTION.  The amount of the undersigned's
subscription is set forth below and the undersigned encloses payment of such
amount herewith by a check, cashier's check or wired funds transfer, payable
to "Brighton Bank, escrow agent for Twinview, Inc.," unless the minimum
offering as described in the Prospectus has been met and the undersigned has
been instructed by the Company to make such instrument or payment payable to
Twinview, Inc. The undersigned hereby authorizes and directs the officers and
directors of the Company to deliver this Subscription Agreement to the Company
and pay the funds delivered herewith to the Company, to the extent that the
undersigned's subscription has been accepted.  The undersigned recognizes that
if the subscription is rejected in whole, the funds delivered herewith will be
returned to the undersigned as soon as practicable without interest or
deduction, which investment is subject to the discretion of the officers and
directors of the Company.  If the undersigned's subscription is rejected in
part, the funds delivered herewith will,

<PAGE> 42

to the extent the subscription is so rejected, be returned to the undersigned
as soon as practicable without interest or deduction.

    4.    CONTINUING ACCURACY OF REPRESENTATIONS.  The undersigned agrees to
notify the Company immediately if any of the foregoing statements made herein
shall become untrue.  Until such notification is given, the Company and their
officers and directors will be entitled to rely on the accuracy of the
information set forth herein.

    5.    OWNERSHIP.  The undersigned's interest will be owned and should by
shown on the Company's records as follows:

Name: _______________________________

Name: _______________________________

    6.    SUBSCRIPTION QUANTITY.  The undersigned does hereby subscribe for
__________________________________ Shares of the Company's Common Stock at a
price of One Dollar ($1.00) per Share, for a total Subscription Price of
$___________________________, which amount is enclosed.

    7.    INDEMNIFICATION.  The undersigned hereby agrees and warrants that
the undersigned has made representations and warranties contained in this
Subscription Agreement to the Company and its officers and directors, and the
undersigned agrees to indemnify, hold harmless and pay all judgments of and
claims against the Company and their officers and directors from any liability
or injury, including, but not limited to, that arising under U.S. federal or
state securities laws, incurred as a result of any misrepresentations herein
or any warranties not performed by the undersigned.

    IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement.


- ------------------               ---------------------------------
Name of Subscriber               Social Security or Tax I.D. Number



- -----------------------------    ----------------------------
Name of Additional Subscriber    Social Security or Tax I.D.
      (if more than one)         Number of Additional Subscriber



- -----------------------------    ------------------------------------
Residence Address                Mailing Address (if different from Residence
                                                  Address)

- -----------------------------    ---------------------------------------
City and State      Zip Code     City and State           Zip Code


- -----------------------------    ----------------------------------------
Home Telephone Number            Business Telephone Number and Area Code
  and Area Code


Form of Ownership:

<PAGE> 43

(Circle One)

Individual   JTROS       Tenants      Community    Custodian       Trustee
Ownership    (all        in Common    Property
             parties     (both        (one
             must sign)  parties      signature
                         must sign)   required)


Authorized Signature of         Authorized Signature of
Subscriber                      Additional Subscriber

________________________        _______________________________


<PAGE> 44
                                                         STATE OF DELAWARE
                                                        SECRETARY OF STATE
                                                       DIVISION CORPORATIONS
                                                       FILED 09:00 am 01/04/99
                                                         991004262 - 2963395


                    CERTIFICATE OF DESIGNATION
                                OF
             RIGHTS, PREFERENCES AND NUMBER OF SHARES
                                OF
               SERIES A CONVERTIBLE PREFERRED STOCK
                                OF
                          TWINVIEW, INC.
                      a Delaware corporation

    TWINVIEW, INC., a Delaware corporation (the "Corporation") DOES HEREBY
CERTIFY:

    That, pursuant to authority conferred upon the Board of Directors of the
Corporation by the Certificate of Incorporation, and in accordance with the
provisions of Section 151 of the General Corporation Law of the State of
Delaware, the Board of Directors of the Corporation by consent action duly
taken as of December 23, 1998, adopted a resolution providing for the issuance
of a Series A Preferred Stock, as follows:

    RESOLVED:  That, pursuant to authority conferred upon the Board of
Directors of the Corporation by Article 4 of the Certificate of Incorporation,
as amended, there is hereby established one series of Convertible Preferred
Stock, consisting of an aggregate of 275,000 shares which shall be designated
as "Series A Convertible Preferred Stock" (hereinafter "Series A Preferred
Stock") the Board of Directors of the Corporation be and hereby is authorized
to issue such shares of Series A Preferred Stock from time to time and for
such consideration and on such terms as the Board of Directors shall
determine; and subject to the limitations provided by law and by Article 4 of
the Certificate of Incorporation,  the powers, designations, preferences, and
relative, participating, optional or other special rights of, and the
qualifications, limitations or restrictions upon, the Series A Preferred
Stock, are as set forth below:

    1.    Dividends.  No cash dividends shall be paid on the Series A
Preferred Stock.

    2.    Liquidation Preference.

        (a)    Series A Liquidation Preference.  In the event of any
liquidation, dissolution or winding up of the Corporation, either voluntary or
involuntary, the holders of the Series A Preferred Stock shall be entitled to
receive, prior and in preference to any distribution of any of the assets or
surplus funds of the Corporation to the holders of the Common Stock by reason
of their ownership thereof, the amount of $0.75 per share (adjusted
proportionally for any stock splits, combinations or similar events) for each
share of Series A Preferred Stock then held by them (the "Liquidation Capital
Preference").  In addition, such holders shall be entitled to receive, prior
and in preference to any distribution of any of the assets or surplus funds of
the Corporation to the holders of the Common Stock by reason of their
ownership thereof, an amount equal to all unpaid dividends on the Series A
Preferred Stock, if any, whether or not declared, to and including the date
full payment shall be tendered to the holders of the Series A Preferred Stock
with respect to such liquidation, dissolution or winding up, and no more.

        (b)    Insufficiency.  If upon the occurrence of such liquidation,
dissolution or winding up, the assets and funds thus distributed among the
holders of the Series A Preferred Stock shall be

                                1
<PAGE> 45

 insufficient to permit the payment to such holders of the full aforesaid
preferential amount, then the entire assets and funds of the Corporation
legally available for distribution shall be distributed among the holders of
the Series A Preferred Stock first in proportion to the number of shares of
Series A Preferred Stock then held by them multiplied by $0.75 in the case of
the holders of the Series A Preferred Stock (the "Series A Total"), but only
to the extent of the sum of the Series A Total and any remainder among the
holders of the Series A Preferred Stock in proportion to the respective unpaid
dividends on each share of each series to the extent of such unpaid dividends.

        (c)    Notice.  Written notice of such liquidation, dissolution or
winding up, stating a payment date, the amount of the liquidation payments and
the place where said liquidation payments shall be payable, shall be given by
mail, postage prepaid, not less than thirty (30) days prior to the payment
date stated therein to the holders of record of the Series A Preferred Stock,
such notice to be addressed to each such holder at his post office address as
shown by the records of the Corporation.

        (d)    Deemed Liquidation.  Except for a merger or consolidation in
which the Corporation is the surviving corporation and the shareholders of the
surviving corporation immediately prior to such merger or consolidation own at
least 51% of the voting equity of the surviving corporation immediately after
such merger or consolidation, a consolidation or merger of the Corporation
with or into any other corporation or corporations shall be deemed to be a
liquidation, dissolution or winding up within the meaning of this paragraph 2.

    3.    Restrictions.  At any time when shares of Series A Preferred Stock
are outstanding, except where the vote or written consent of the holders of a
greater number of shares of the Corporation is required by law or by the
Corporation's Certificate of Incorporation, and in addition to any other vote
required by law, without the prior consent of the holders of more than 50% of
the outstanding shares of Series A Preferred Stock and the outstanding shares
of Common Stock into which Series A Preferred Stock shall have been converted
(collectively, the "Combined Series A Shares"), voting together as a single
class, given in person or by proxy, either in writing or at a special meeting
called for that purpose, at which meeting the holders of the Combined Series A
Shares shall vote together as a distinct class, the Corporation shall not:

        (a)    pay or declare any dividend or distribution, whether in cash or
property, on any shares of Common Stock or apply any of its assets to the
redemption, retirement, purchase or other acquisition, directly or indirectly,
of any shares of Common Stock; and

        (b)    authorize, by amendment to the Certificate of Incorporation or
otherwise (including by reclassification of any class of capital stock or
recapitalization), or issue any securities, or any securities directly or
indirectly convertible into or exercisable for any securities, which would be
on a parity with or have any preference or priority superior to the Series A
Preferred Stock as to dividends or assets, or the reissuance of which would in
any way alter the rights, privileges or powers of, or the restrictions
provided for the benefit of, the Series A Preferred Stock;

        (c)    amend, alter, or repeal any provision of the Corporation's
Certificate of Incorporation, this Certificate or the Corporation's By-Laws in
any manner which would adversely affect the preferences, qualifications,
special or relative rights or privileges of the Series A Preferred Stock;

                               -2-
<PAGE> 46

        (d)    enter into any agreement, arrangement or understanding which is
inconsistent with the rights of the Series A Preferred Stock or conflict with
the rights, privileges and powers, or the restrictions provided for the
benefit of the Series A Preferred Stock;

        (e)    consent to any dissolution, liquidation or winding up of the
Corporation, or merge or consolidate with any other entity except in a
transaction in which (1) the Corporation is the surviving corporation, and (2)
the merger or consolidation does not violate any other restrictive covenant
binding on the Corporation.

    4.    Conversions.  The holders of shares of Series A Preferred Stock
shall have the following conversion rights:

        (a)    Series A Voluntary Conversion Right; Possible Redemption of
Shares.  Subject to the terms and conditions of this paragraph 4, and subject
to the Corporation's right to redeem any outstanding shares of Series A
Preferred Stock as explained below, the holder of any share or shares of
Series A Preferred Stock shall have the right, at such holder's option at any
time during the first two years following the First Issue Date of the Series A
Preferred Stock, to convert any such shares of Series A Preferred Stock
(except that upon any liquidation of the Corporation the right of conversion
shall terminate at the close of business on the last full business day next
preceding the date fixed for payment of the amount distributable on the Series
A Preferred Stock) into fully paid and nonassessable whole shares of Common
Stock (sometimes referred to herein as the "Series A Conversion Shares") on a
one (1) share of Series A Preferred Stock for one (1) share of Common Stock
basis (the "Series A Conversion Ratio"), unless said Series A Conversion Ratio
is otherwise required to be adjusted according to the terms of this paragraph
4.  Such rights of conversion shall be exercised by the holder thereof by
giving written notice that the holder elects to convert a stated number of
shares of Series A Preferred Stock into Common Stock and by surrender of a
certificate or certificates for the shares so to be converted to the
Corporation properly endorsed (or with stock power(s) properly endorsed) with
medallion signature guarantee(s) at its principal office (or such other office
or agency of the Corporation as the Corporation may designate by notice in
writing to the holders of the Series A Preferred Stock) at any time during its
usual business hours on the date set forth in such notice to the Corporation,
together with a statement of the name or names (with address) in which the
certificate or certificates for shares of Common Stock shall be issued.  Upon
the Corporation's receipt of a stockholder's written notice to convert and the
certificate or certificates representing the shares of series A Preferred
Stock to be converted, properly endorsed (or with stock power(s) properly
endorsed) with medallion signature guarantee(s), the Corporation shall have
thirty (30) days within which to mail to the registered holder at the holder's
post office address as shown by the records of the Corporation, a notice of
redemption of any or all of the shares surrendered for conversion at the cash
redemption price of $1.25 per share, specifying the number of shares of Series
A Preferred stock to be redeemed.  If the Corporation elects to redeem more
than seventy -five percent (75.0%) of the shares surrendered for voluntary
conversion by any stockholder, the stockholder may object by sending written
notice of objection to the Corporation within ten (10) days following the
holder's receipt of the Corporation's notice of redemption. Should the
stockholder so object, the stockholder will be allowed to convert all of the
holder's shares in excess of seventy-five percent (75.0%) of the amount
surrendered for conversion.  The Corporation must pay the cash redemption
price (out of funds legally available therefor) to the holder within thirty
(30) days following the mailing of the notice of redemption.

                               -3-
<PAGE> 47

        (b)    Series A Mandatory Conversion.  On the date two years following
the First Issue Date, all outstanding shares of the Corporation's Series A
Preferred Stock shall be deemed to be automatically converted to shares of the
Corporation's Common Stock on a one (1) share of Series A Preferred Stock for
one (1) share of Common Stock basis, unless said Series A Conversion Ratio is
otherwise required to be adjusted according to the terms of this paragraph 4.
Although all outstanding shares of Series A Preferred Stock shall be deemed to
be converted into shares of Common Stock according to the Series A Conversion
Ratio as of said date, the Corporation shall have no obligation to issue
certificates representing shares of Common Stock reflecting the conversion
until such time as a shareholder surrenders the certificate of certificates
for the shares so converted to the Corporation properly endorsed (or with
stock power(s) properly endorsed) with medallion signature guarantee(s) at the
Corporation's principal office (or such other office or agency of the
Corporation as the Corporation may designate by notice in writing to the
holder of the Series A Preferred Stock) at any time during its usual business
hours.

        (c)    Issuance of Certificates; Time Conversion Effected; Additional
Conditions for Securities Law Compliance.  Promptly after the receipt of the
written notice of conversion referred to in subparagraph 4(a) and surrender of
the certificate or certificates for the shares of Series A Preferred Stock to
be converted endorsed with medallion signature guarantee as described in
subparagraph 4(a) or 4(b), the Corporation shall issue and deliver, or cause
to be issued and delivered, to the holder, registered in such name or names as
such holder may direct, a certificate or certificates for the number of whole
shares of Common Stock issuable upon the conversion of such shares of Series A
Preferred Stock.  To the extent permitted by law, such conversion shall be
deemed to have been effected as of the close of business on the date sixty
(60) days following the date on which written notice of conversion shall have
been received by the Corporation and the certificate or certificates for such
shares all have been surrendered as aforesaid or the actual date on which the
Common Stock certificate(s) is issued, whichever occurs first, and at such
time the rights of the holder of such share or shares of Series A Preferred
Stock shall cease, and the person or persons in whose name or names any
certificate or certificates for shares of Common Stock shall be issuable upon
such conversion shall be deemed to have become the holder or holders of record
of the shares represented thereby.  The Corporation reserves as a prerequisite
to allowing conversion under this paragraph 4 the right to furnish such
information to and require such representations from the holders of the Series
A Preferred Stock seeking conversion as may be appropriate, in the
Corporation's sole discretion, to assure compliance with applicable securities
laws.  A delay past any of the time periods provided for redemption or
conversion may be authorized by the Corporation to the extent such a delay is
deemed by the Corporation to be necessary or convenient to the provision of
appropriate disclosure.

        (d)    Fractional Shares; Dividends; Partial Conversion.  No
fractional shares shall be issued upon conversion of Series A Preferred Stock
into Common Stock and no payment or adjustment shall be made upon any
conversion on account of any cash dividends on the Common Stock issued upon
such conversion.  In case the number of shares of Series A Preferred Stock
represented by the certificate or certificates surrendered pursuant to
subparagraph 4(a) exceeds the number of shares converted, the Corporation
shall, upon such conversion, execute and deliver to the holder thereof, at the
expense of the Corporation, a new certificate or certificates for the number
of shares of Series A Preferred Stock represented by the certificate or
certificates surrendered which are not to be converted.  If any fractional
interest in a share of Common Stock would, except for the provisions of the
first sentence of this subparagraph 4(d), be delivered upon any such
conversion, the Corporation, in lieu of delivering the fractional share
thereof, shall pay to the holder surrendering the Series A

                               -4-
<PAGE> 48

Preferred Stock for conversion a pro rata amount in cash equal to $0.75 per
share, as may be adjusted pursuant to paragraph 4(e).

        (e)    Subdivision or Combination of Stock or Payment of Stock
Dividend.  In case the Corporation shall at any time subdivide its outstanding
shares of Common stock into a greater number of shares, the Series A
Conversion Ratio in effect immediately prior to such subdivision shall be
proportionately adjusted, and, conversely, in case the outstanding shares of
Common Stock of the Corporation shall be combined into a smaller number of
shares, the Series A Conversion Ratio in effect immediately prior to such
combination shall be proportionately adjusted.  In the event the Corporation
pays a Common Stock dividend prior to the conversion of shares of Series A
Preferred Stock the Series A Conversion Ratio in effect immediately prior to
such stock dividend shall be proportionately adjusted.

        (f)    Reorganization or Reclassification.  If any capital
reorganization or reclassification of the capital stock of the Corporation
shall be effected in such a way that holders of Common Stock shall be entitled
to receive stock, securities or assets with respect to or in exchange for
Common Stock, then, as a condition of such reorganization or reclassification,
lawful and adequate provision shall be made whereby each holder of a share or
shares of Series A Preferred Stock shall thereafter have the right to receive,
upon the basis and upon the terms and conditions specified herein and in lieu
of the shares of Common Stock of the Corporation immediately theretofore
receivable upon the conversion of such share or shares of Series A Preferred
Stock, such shares of stock, securities or assets as may be issued or payable
with respect to or in exchange for a number of outstanding shares of such
Common Stock immediately theretofore receivable upon such conversion had such
reorganization or reclassification not taken place, and in any such case
appropriate provision shall be made with respect to the rights and interests
of such holder to the end that the provisions hereof (including without
limitation provisions for adjustments of the Series A Conversion Ratio shall
thereafter be applicable, as nearly as may be, in relation to any shares of
stock, securities or assets thereafter deliverable upon the exercise of such
conversion rights.

        (g)    Notice of Adjustment.  Upon any adjustment of the Series A
Conversion Ratio, then and in each such case the Corporation shall give
written notice thereof, by U.S. mail, postage prepaid, addressed to each
holder of shares of Series A Preferred Stock at the address of such holder as
shown on the books of the Corporation, which notice shall state the Series A
Conversion Ratio  resulting from such adjustment, setting forth in reasonable
detail the method of calculation and the facts upon which such calculation is
based.

        (h)    Stock to be Reserved.  The Corporation will at all times
reserve and keep available out of its authorized Common Stock or its treasury
shares, solely for the purpose of issuance upon the conversion of Series A
Preferred Stock as herein provided, such number of shares of Common Stock as
shall then be issuable upon the conversion of all outstanding shares of Series
A Preferred Stock.  The Corporation covenants that all shares of Common Stock
which shall be so issued shall be duly and validly issued and fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue thereof.  The Corporation will take all such action as may be necessary
to assure that all such shares of Common Stock may be so issued without
violation of any applicable law or regulation.  The Corporation will not take
any action which results in any adjustment of the Series A Conversion Ratio if
the total number of shares of Common Stock issued and issuable after such
action upon conversion of the Series A Preferred Stock would exceed the total
number of shares of Common Stock then authorized by the Certificate of
Incorporation, as then amended.

                               -5-
<PAGE> 49

        (i)    Closing of Books.  The Corporation shall at no time close its
transfer books against the transfer of any Series A Preferred Stock or of any
shares of Common Stock issued or issuable upon the conversion of any shares of
Series A Preferred Stock in any manner which interferes with the timely
conversion of such Series A Preferred Stock.

        (j)    Definition of Common Stock.  As used in this paragraph 4, the
term "Common Stock" shall mean and include the Corporation's authorized Common
Stock, $0.0001 par value, as constituted on December 1, 1998, and shall also
include any capital stock of any class of the Corporation thereafter
authorized which shall not be limited to a fixed sum or percentage of par
value in respect of the rights of the holders thereof to participate in
dividends or in the distribution of assets upon the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation; provided that the
shares of Common Stock receivable upon conversion of shares of Series A
Preferred Stock or, in case of any reorganization or reclassification of the
outstanding shares thereof, the stock, securities or assets provided for in
subparagraph 4(f), shall include only shares designated as Common Stock of the
Corporation on December 1, 1998.

    5.    Redemption.  The shares of Series A Preferred Stock shall be
redeemable as follows:

        (a)    No Mandatory Redemption Required; Voluntary Redemption
Permitted.  The Corporation may voluntarily redeem (in the manner and with the
effect provided in subparagraphs 5(b) through 5(d) below) at any time prior to
the date two years following the First Issue Date, any or all of the shares of
Series A Preferred Stock then outstanding if and to the extent that the
Corporation has funds legally available therefor; provided, however, that if
the Corporation elects to redeem more than seventy-five percent (75.0%) of the
Series A Preferred Stock held by any particular stockholder, the stockholder
may object by sending written notice of objection to the Corporation within
ten days following the holder's receipt of the Corporation's notice of
redemption.  Should the stockholder so object, the Corporation will only be
permitted to redeem a maximum of seventy-five percent (75.0%) of the shares of
Series A Preferred Stock held by an objecting stockholder.

        (b)    Series A Redemption Price.  In the event of a voluntary
redemption by the Corporation, the Series A Preferred Stock to be redeemed
shall be redeemed by paying for each share in cash the sum of $1.25 (adjusted
proportionally for any stock splits, combinations or other similar events)
such amount being herein sometimes referred to as the "Series A Redemption
Price."  In the event the Corporation elects to redeem any or all of the then
outstanding shares of Series A Preferred Stock, the Corporation shall specify
a "Series A Redemption Date" which shall not be later than two years after the
First Issue Date.  Not less than thirty (30) nor more than sixty (60) days
before the Series A Redemption Date, written notice shall be given by mail,
postage prepaid, to the holders of record of Series A Preferred Stock to be
redeemed, such notice to be addressed to each such holder at his post office
address as shown by the records of the Corporation, specifying the number of
shares to be redeemed, the Redemption Price and the place and date of such
redemption.  If such notice of redemption shall have been duly given and if on
or before such Redemption Date the funds necessary for redemption shall have
been set aside so as to be and continue to be available therefor, then,
notwithstanding that any certificate for shares of Series A Preferred Stock to
be redeemed shall not have been surrendered for cancellation, after the close
of business on such Redemption Date, the shares so called for redemption shall
no longer be deemed outstanding, the dividends thereon shall cease to accrue,
and all rights with respect to such shares shall forthwith cease after the
close of business on the Redemption Date.

                               -6-
<PAGE> 50


        (c)    Redeemed or Otherwise Acquired Shares to be Retired.  Any
shares of the Series A Preferred Stock  redeemed pursuant to this paragraph 5
or otherwise acquired by the Corporation in any manner whatsoever shall be
canceled and shall thereafter constitute authorized but unissued shares of
Preferred Stock, $0.0001 par value, which may be reissued to the same extent
and upon the same terms as any other heretofore authorized but unissued shares
of the Corporation's preferred stock may be issued; and the Corporation may
from time to time take such appropriate corporate action as may be necessary
to reduce the number of authorized shares of the Corporation's Series A
Preferred Stock accordingly.

        (d)    Shares to be Redeemed.  In case of the redemption, for any
reason, of only a part of the outstanding shares of Series A Preferred Stock
on a Redemption Date, all shares of Series A Preferred Stock to be redeemed
shall be selected pro rata, and there shall be so redeemed from each
registered holder in whole shares, that proportion of all of the shares to be
redeemed which the number of shares held of record by such holder bears to the
total number of shares of Series A Preferred Stock, at the time outstanding.

    6.    Voting Rights.  Except as otherwise provided by law, the holders of
Common Stock and Series A Preferred Stock shall vote together as a class on
all matters to be voted on by the stockholders of the Corporation on the
following basis:  each holder of Series A Preferred Stock shall be entitled to
one vote for each share of Common Stock which would be issuable to such holder
upon the conversion of all the shares of Series A Preferred Stock held by such
holder on the record date for the determination of stockholders entitled to
vote.

    7.    Amendment.  Except as otherwise required by law or provided herein,
any term of this Certificate may be amended and the observance of any term
hereof may be waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of holders of
not less than seventy five percent (75%) of the combined voting interest of
the shares of Series A Preferred Stock and the Series A Conversion Shares then
outstanding of the Corporation.

    8.    First Issue Date.  The First Issue Date shall be date on which all
of the requirements of the Corporation's minimum amount of its private
placement offering have been met, such that the Corporation's stock transfer
agent may issue shares of Series A Preferred Stock.

    Dated as of December 23, 1998.

                        TWINVIEW, INC.

                              /s/ Patrick Hogle
                        By: _______________________________________
                               Patrick K. Hogle, President

                             /s/ John S. Girvan, Secretary
                        By: _______________________________________
                               John S. Girvan, Secretary

                               -7-
<PAGE> 51

STATE OF UTAH          )
                       :  ss.
COUNTY OF SALT LAKE    )

    The foregoing instrument was acknowledged before me this 23rd day of
December, 1998 by Patrick K. Hogle and John S. Girvan, President and
Secretary, respectively, of Twinview, Inc., a Delaware corporation.

                            /s/ Mary Hart
                            NOTARY PUBLIC
                            Residing at: Salt Lake County, UT

                            My Commission Expires: 3/12/01

<Notary Stamp of
Notary Public
MARY HART
10 East South Temple, Suite 900
Salt Lake City Ut 84133
My Commission Expires
March 12, 2001
State of Utah>


                               -8-

<PAGE> 52


              OUTSIDE BACK COVER PAGE OF PROSPECTUS



    Until ___________, 2000, all dealers that effect transactions in these
securities, whether or not participating in the offering, may be required to
deliver a prospectus.  This is in addition to the dealers' obligation to
deliver a prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.

    No person is authorized to give any information or to make any
representation other than those contained in this prospectus, and if given or
made, such information or representation must not be relied upon as having
been authorized.  This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the shares offered
by this prospectus or an offer to sell or a solicitation of an offer to buy
shares in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction.

                      350,000 Shares Maximum
                      150,000 Shares Minimum

                          TWINVIEW, INC.

                           Common Stock

                   __________________________

                            PROSPECTUS
                    __________________________


                          __________________, 2000

                          Twinview, Inc.
                        573 East 300 South
                    Salt Lake City, Utah 84102
                           801-531-1867
<PAGE> 53
                             PART II

              INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The estimated expenses of the offering, all of which are to be borne by the
Company are as follows:

SEC Filing Fee.............................................. $     100
Printing Expenses ..........................................     1,000*
Accounting Fees and Expenses ...............................     1,500*
Legal Fees and Expenses ....................................    10,000*
Escrow Fee .................................................       500*
Blue Sky Fees and Expenses .................................     2,000*
Registrar and Transfer Agent Fees ..........................     1,000*
Edgarizing and Miscellaneous Expenses ......................     3,900*
Total....................................................... $  20,000*
                                                             ----------
__________________________

*Estimated

Item 14.  Indemnification of Directors and Officers.

The Registrant's Certificate of Incorporation provides that the personal
liability of the directors of the Registrant shall be limited to the fullest
extent permitted by the provisions of Section 102(b)(7) of the General
Corporation Law of the State of Delaware (the "DGCL").  Section 102(b)(7) of
the DGCL generally provides that no director shall be liable personally to the
Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director, however, the Certificate of Incorporation does not
eliminate the liability of a director for (i) any breach of the director's
duty of loyalty to the Registrant or its stockholders; (ii) acts or omissions
not in good faith or that involve intentional misconduct or a knowing
violation of law; (iii) acts or omissions in respect of certain unlawful
dividend payments or stock redemptions or repurchases; or (iv) any transaction
from which such director derives improper personal benefit.  The effect of
this provision is to eliminate the rights of the Registrant and its
stockholders (through stockholder's derivatives suits on behalf of the
Registrant) to recover monetary damages against a director for breach of his
or her fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described in
clauses (i) through (iv) above.  The limitations summarized above, however, do
not affect the ability of the Registrant or its stockholders to seek
nonmonetary remedies, such as injunction or rescission, against a director for
breach of his or her fiduciary duty.  Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act") may be permitted to directors, officers, or persons
controlling the Registrant pursuant to the foregoing provisions, the
Registrant has been informed that in the opinion of the Securities and
Exchange Commission (the "Commission"), such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.

In addition, the Certificate of Incorporation of the Registrant provides that
the Registrant shall, to the fullest extent permitted by Section 145 of the
DGCL, indemnify all persons whom it may indemnify pursuant to Section 145 of
the DGCL.  Section 145 of the DGCL permits a company to indemnify an officer
or director who was or is a party or is threatened to be made a party to any
proceeding because of his or her position, if the officer of director acted in
good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Registrant and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

<PAGE> 54

The Registrant's Certificate of Incorporation, as amended (the "Charter"),
provides that the Registrant shall, to the fullest extent permitted by
applicable law, indemnify any person who was or is a party or is threatened to
be made a party to any action, suit or proceeding of the type described above
by reason of the fact that he or she is or was or has agreed to become a
director or officer of the Registrant, or is serving at the request of the
Registrant as director or officer of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, provided that with
respect to any action, suit or proceeding initiated by a director or officer,
the Registrant shall indemnify such director or officer only if the action,
suit or proceeding was authorized by the Registrant's Board of Directors or is
a suit for enforcement of rights to indemnification or advancement of expenses
in accordance with the procedure therefor prescribed in the Charter.  The
Charter also provides that the expenses of directors and officers incurred as
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, shall be paid by the
Registrant as they are incurred and in advance of the final disposition of the
action, suit or proceeding, provided that if applicable law so requires, the
advance payment of expenses shall be made only upon receipt by the Registrant
of an undertaking by or on behalf of the director or officer to repay all
amounts so advanced in the event it is ultimately determined by a final
decision, order or decree of a court of competent jurisdiction that the
director or officer is not entitled to be indemnified for such expenses under
the Charter.

The Registrant currently maintains no director's and officer's insurance
policy or any liability insurance concerning its officers and directors.

Item 15. Recent Sale of Securities.

In connection with the organization of the Company, the Company sold
securities which were not registered under the Securities Act of 1933, as
amended, as follows:

A)    93,750 shares of common stock to Patrick K. Hogle which were
      subsequently transferred to Buckaroo, Ltd. (1)
B)    93,750 shares of common stock to John S. Girvan which were subsequently
      transferred to JGPG Ltd. (1)
C)    93,750 shares of common stock to Claire A. Singleton (1)
D)    93,750 shares of common stock to RP II, Ltd. (2)

________________________

(1)    Each of Messrs. Hogle, Girvan and Singleton paid $2,500 cash and
contributed a 22.73% interest in certain architectural plans to the Company as
consideration for their shares of common stock in the Company.

(2)    RP II, Ltd. contributed a 31.81% interest in certain architectural
plans to the Company as consideration for its shares of common stock in the
Company

In connection with the Company's private placement offering of 275,000 shares
of its Series A Preferred Stock,  a total of 23 persons paid $0.75 per share
($206,250 total)  in cash to the Company.

With respect to the sales made to the founders of the Company, the Registrant
relied on Section 4(2) of the Securities Act of 1933, as amended.  With
respect to the sales made in the Series A Preferred Stock private placement,
the Company relied on Rule 506 of Federal Regulation D. No advertising or
general solicitation was employed in offering the shares. The securities were
offered to officers, directors and the persons named above, who had access to
information either by virtue of their relationship with the Registrant, or, by
information and the opportunity to make investigation and inquiry provided to
each of the investors, including their purchaser representative where
applicable, by the Company and its officers and directors. The securities were
offered

<PAGE> 55

for investment purposes only and not for the purpose of resale or
distribution, and the transfer thereof was appropriately restricted by the
Registrant.

Item 16. Exhibits and Financial Statement Schedules.

(a)    The following exhibits are filed as part of this Registration Statement
pursuant to Item 601 of the Regulation S-B:

Exhibit No.            Title
- -----------            -------
1.1                Proceeds Escrow Agreement
1.2                Selected Dealers Agreement
3.1                Certificate of Incorporation
3.2                By-laws
4.1                Certificate of Designation of Rights, Preferences and
                    Number of Shares of Series A Convertible Preferred Stock
5.1                Opinion of Robert N. Wilkinson, Esq. regarding legality
23.1               Consent of Robert N. Wilkinson, Esq.
23.2               Consent of Jones, Jensen & Company
27                 Financial Data Schedule

(b)    Financial statement schedules:

All applicable information is included in the audited financial statements.

Item 17.  Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

The undersigned Company hereby undertakes:

     (1)    To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

           (i)    To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933:

          (ii)    To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement;

          (iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

<PAGE> 56


     (2)    That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (3)    To remove any registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

<PAGE>

                            SIGNATURES

       In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form SB-2 and authorized  this
Registration Statement to be signed on its behalf by the undersigned, in the
city of Salt Lake City, State of Utah on December 23, 1999.

                                TWINVIEW, INC.


                                By /s/ Patrick K. Hogle
                                   ----------------------------------
                                       Patrick K. Hogle, President

       In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and on the dates stated.


Date: December 23, 1999       /s/ Patrick K. Hogle
                                --------------------------------------
                                    Patrick K. Hogle, President, Chief
                                    Executive Officer and  Director

                                /s/ John S. Girvan
                                --------------------------------------
Date: December 23, 1999           John S. Girvan, Secretary, Treasurer,
                                    Chief Financial Officer, Chief Accounting
                                    Officer and  Director


<PAGE> 58
                          EXHIBIT INDEX


Exhibit No.         Title                                              Page
- -----------         -----------                                        ----

 1.1                Proceeds Escrow Agreement
 1.2                Selected Dealers Agreement
 3.1                Certificate of Incorporation
 3.2                By-Laws
 4.1                Certificate of Designation of Rights, Preferences and
                     Number of Shares of Series A Convertible Preferred Stock
 5.1                Opinion of Robert N. Wilkinson, Esq.  regarding legality
 23.1               Consent of Robert N. Wilkinson, Esq.
 23.2               Consent of Jones, Jensen & Company
 27                 Financial Data Schedule




                         Exhibit No. 1.1


                    PROCEEDS ESCROW AGREEMENT


NAME OF ISSUER: Twinview, Inc.

ESCROW NUMBER: _____________          DATE FILED: ___________

EXPIRATION DATE:     Ninety (90) days from the date of the Prospectus (which
                     may be extended for up to an additional thirty (30) days
                     in the discretion of Twinview, Inc.).

     Twinview, Inc., or one or more broker-dealers, SHALL DELIVER, PROMPTLY
FOLLOWING RECEIPT, and with names and addresses of investors at the time
deposit is made, funds to be applied to an escrow account in the amount of
$150,000.00.

                        TO:     Brighton Bank
                                311 South State Street
                                Salt Lake City, Utah  84111

as escrow agent, the money hereinafter described, to be held and disposed of
by the escrow agent in accordance with the duties, instructions, and upon the
terms and conditions hereinafter set forth to which the undersigned hereby
agree:

     1.     Above named bank (hereinafter called the "bank") is not a party
to, or bound by any agreement which may be evidenced by or arises out of the
following instructions.

     2.     The bank and its officers, agents, and employees, act hereunder as
a depository only, and are not responsible or liable in any manner whatever
for serving as escrow agent in this matter or for the sufficiency,
correctness, genuineness or validity of any instrument deposited with it
hereunder, or with respect to the form or execution of the same, or the
identity, authority, or rights of any person executing or depositing the same.

     3.     The bank shall not be required to take or be bound by notice of
any default by any person, or to take any action with respect to such default
involving any expense or liability, unless notice in writing is given an
officer of the bank of such default by the undersigned or any of them, and
unless it is indemnified in a manner satisfactory to it against any such
expense or liability.

<PAGE>

     4.     The bank shall be protected in acting upon any notice, request,
waiver, consent, receipt or other paper or document believed by the bank to be
genuine and to be signed by the proper party or parties.

     5.     The bank shall not be liable for any error of judgment or for any
act done or step taken or omitted by it in good faith, or for any mistake of
fact or law, or for anything which it may do or refrain from doing in
connection herewith, except its own willful misconduct.

     6.     The bank shall not be answerable for the default or misconduct of
any agent, attorney, or employee acting on behalf of the issuer.

     7.     In the event of any disagreement between the undersigned or any of
them, and/or person or persons named in the foregoing instructions, and/or any
other person, resulting in adverse claims and demands being made in connection
with or for any papers, money or property involved herein or affected hereby,
the bank shall be entitled at its option to refuse to comply with any such
claim or demand, so long as such disagreement shall continue, and in so
refusing the bank may make no delivery or other disposition of any money,
papers or property involved herein or affected hereby and in so doing the bank
shall not be or become liable to the undersigned or any of them or to any
person named in the foregoing instructions for its failure or refusal to
comply with such conflicting or adverse demands; and the bank shall be
entitled to continue so to refrain and refuse so to act until:

          a.     The rights of the adverse claimants have been finally
adjudicated in a court assuming and having jurisdiction of the parties and the
money, papers and property involved herein or affected hereby; and/or

          b.     All differences shall have been adjusted by agreement and the
bank shall have been notified thereof in writing signed by all of the
interested parties.

     8.     The papers, documents, money or property subject to this escrow
(if other than already named) are as follows:

          Monies deposited by Twinview, Inc., or one or more broker-dealers,
          as proceeds from the sale of shares of Common Stock of Twinview,
          Inc.  made pursuant to the company's Prospectus.

                                2
<PAGE>


     9.     The other duties of the bank under the terms of this agreement are
as follows:  None.

     10.     The bank will be named as depository only and has not passed in
any way upon the merits or qualifications of the security and makes no
recommendation with regard to its purchase.  The bank does not authorize the
use of its name by any person for the promotion or sale of the security.

     11.     The issuer agrees that if any amendments are made to the escrow
agreement, the issuer will notify the bank as to the amendment and file such
documents as the bank requires.

     12.     Special requirements:  None.

     13.     Fees for the usual services of the bank under the terms of this
agreement are set forth below:

          a.     In the event the fees charged and due the bank remain unpaid
for a period of one year, the bank shall have the right, and is hereby
authorized in its sole and absolute discretion, to discontinue the escrow,
terminate all duties hereunder, close all accounting or other records, and to
destroy all documents, records and files or to retain such items in a dormant
account status subject to the escheat laws of the State of Utah.

          b.     All fees charged shall be paid promptly upon invoice by bank,
with the initial escrow fee to be paid concurrently with the execution hereof.

          c.     The initial escrow fee shall be $750.00.

          d.     For fee for any check issued in refunding to subscribers see
(14c).

          e.     In addition to the escrow fee paid or agreed upon at the
inception of this escrow, the parties agree to pay a reasonable compensation
for any extra services rendered or incurred by the bank including a reasonable
attorney's fee if disputes arise or litigation is threatened or commences
which require the bank to refer such dispute to its attorneys.

     14.     If a minimum of $150,000.00 in gross offering proceeds is not
deposited with the bank on or before ninety (90) days from the date of the
Prospectus (which time period may be extended for up to

                                3
<PAGE>

an additional thirty (30) days in the discretion of the Company), the parties
to the escrow agreement agree as follows:

          a.     Bank shall notify the issuer that the escrow period is up and
that funds are not in escrow as per agreement.

          b.     Bank shall terminate escrow and the bank shall refund to
investors the full amount of investment, and any pro rata interest earned
during such period.

          c.     Issuer agrees to pay a fee of $7.00 per check for this
service.

     15.     When $150,000.00 or more has been deposited with the escrow agent
in funds which are cleared and good, and all escrow requirements have been
met, upon request of the issuer the bank shall release the funds held in
escrow, and transfer the funds to the issuer.

     16.     After release of escrow, the duties, responsibilities and
liability of every kind and character under the escrow agreement shall cease
and terminate.

     Signed (Issuer) TWINVIEW, INC.


                     By (Officer)_________________________________

                                 Its: ____________________________

     Signed (Bank)   BRIGHTON BANK


                     By (Officer) ________________________________

                                 Its:_____________________________



                         Exhibit No. 1.2

                          TWINVIEW, INC.

                    SELECTED DEALERS AGREEMENT


Dear Sirs:

     1.     Twinview, Inc. (the "Company"), the issuer in the enclosed
Prospectus, has agreed to offer on a best-efforts basis, subject to the terms
and conditions of the Prospectus, 150,000 shares minimum and 350,000 shares
maximum of the Company's $0.0001 par value common stock (the "Shares").  The
Shares are more particularly described in the enclosed Prospectus, additional
copies of which will be supplied in reasonable quantities upon request.

     2.     The Company is offering a part of the Shares to Selected Dealers
as principal, including you, who are members of the National Association of
Securities Dealers, Inc. at a price of $1.00 per Share, from which a
concession of up to six percent (6%) or ($0.06) per share, may be paid.   This
offering is made subject to the issuance and delivery of the Shares and their
acceptance by the Company, to the approval of legal matters by counsel and to
the terms and conditions as herein set forth, and may be made on the basis of
the reservation of Shares or an allotment against subscriptions and is not
joint but several.  All purchases of Shares by you will be for your own
account or as an agent of the purchaser.  You agree to reoffer all shares
purchased by you for your own account to the public on the terms and
conditions contained herein and in the Registration Statement.  All Shares
which you may purchase as agent of a purchaser shall be sold to the purchaser
on the terms and conditions contained herein and in the Registration
Statement.  You agree that you will not offer any of the Shares to any of your
partners, shareholders, officers or employees, or members of their families,
until orders from bona fide customers and investors are first satisfied.

     3.     We will advise you by written or telegraphic confirmation of the
method and terms of the offering.  Acceptances of any reserved Shares received
at the office of Twinview, Inc., 573 East 300 South, Salt Lake City, Utah
84102, after the time specified therefor in the written confirmation and any
application for additional Shares will be subject to rejection in whole or in
part.  Subscription books may be closed by us at any time in our discretion
without notice and the right is reserved to reject any subscription in whole
or in part, but notification of allotments against and rejections of
subscriptions will be made as promptly as practicable.


<PAGE>

     4.     You agree that upon sale of your allotment and receipt of payment
therefor, you will promptly transmit, within the meaning of Rule 15c2-4 of the
Securities and Exchange Commission promulgated pursuant to the Securities
Exchange Act of 1934, all proceeds from such sales to us.

     5.     The entire proceeds from the sale of the first 150,000 Shares in
the offering ("minimum escrow deposit") will be escrowed with the Brighton
Bank ("Escrow Agent").  If the minimum escrow deposit has not been deposited
with the Escrow Agent within ninety (90) days from the date of the Company's
definitive Prospectus (which period of time may be extended for up to an
additional thirty (30) days in the discretion of the Company), the full amount
paid will be refunded to the purchasers.  No certificates evidencing the
Shares will be issued unless and until the minimum escrow deposit has been
deposited with the Escrow Agent and such funds have been delivered to the
Company.  If the minimum escrow deposit is deposited within the time period
provided above, all amounts so deposited will be delivered to the Company.  No
commissions will be paid by the  Company or concessions allowed by the Company
unless and until the minimum escrow deposit has been deposited with the Escrow
Agent and such funds delivered to the Company.

     6.     Payment for any Shares which you shall sell hereunder shall be
made by you at the rate of $1.00 per Share payable to "Brighton Bank, Escrow
Agent."  The concession shall be paid to you within two (2) days after
closing.  Certificates for the securities shall be delivered as soon as
practicable after delivery instructions are received by the Company.

     7.     If an Order is rejected or if a payment is received which proves
insufficient or worthless, any compensation paid to the Selected Dealer shall
be returned either by the Selected Dealer's remittance in cash or by a charge
against the account of the Selected Dealer, as the Company may elect.

     8.     You are advised that a Registration Statement in respect to the
Shares, filed under the Securities Act of 1933, has become effective.  Each
Selected Dealer in selling Shares pursuant hereto agrees that it will comply
with the applicable requirements of the Securities Act of 1933 and of the
Securities Exchange Act of 1934 and any applicable rules and regulations
issued under said Acts.  No person is authorized by the Company to give any
information or to make any representations other than those contained in the
Prospectus in connection with the sale of the Shares.  Nothing contained
herein shall render the Selected Dealers partners with the Company or with one
another or agents of the Company.

                                2
<PAGE>

     9.     Upon application to us, you will be informed as to the states in
which we have been advised by counsel the Shares have been qualified for sale
or are exempt under the respective securities or blue sky laws of such states,
but we have not assumed and will not assume any obligation or responsibility
as to the right of any Selected Dealer to sell Shares in any state.

     10.     The Company shall have full authority to take such action as we
may deem advisable in respect of all matters pertaining to the offering or
arising thereunder.  The Company shall not be under any liability to you,
except such as may be incurred under the Securities Act of 1933 and the rules
and regulations thereunder, except for lack of good faith and except for
obligations assumed by us in this Agreement, and no obligation on our part
shall be implied or inferred herefrom.

     11.     The Company agrees to indemnify and to hold harmless the Selected
Dealers and each person, if any, who controls the Selected Dealers within the
meaning of Section 15 of the Securities Act of 1933, as amended, from and
against any and all losses, claims, damages, or liabilities to which the
Selected Dealers or controlling persons thereof may become subject under the
Act, or otherwise, insofar as such losses, claims, damages, or liabilities (
or actions in respect thereof) arise out of or are based upon any untrue
statement of material fact contained in the Registration Statement or
Prospectus or other documents filed with the Securities and Exchange
Commission, or arising out of or based upon any omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse the Selected Dealers or
controlling persons thereof for any legal or other expenses reasonably
incurred in connection with investigating or defending any such action or
claim; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damages, or liability arises out
of or is based upon any untrue statement made in reliance upon information
furnished to the Company by the Selected Dealer in writing expressly for use
in the aforesaid Registration Statement, Prospectus, or other documents,  Any
Selected Dealer shall, within ten (10) days after receiving written notice of
the commencement of any action against it or against any person controlling it
as aforesaid in respect of which indemnity may be sought from the Company,
notify the Company in writing of the commencement thereof.  The omission of
the Selected Dealer so to notify the Company of any such action may relieve
the Company from any liability which it may have to the Selected Dealer or any
person controlling it as aforesaid on account of the foregoing indemnity.  The
Company shall be entitled to participate in (and to the extent it shall wish,
to direct) the defense thereof at its own

                                3
<PAGE>

expense; but such defense shall be conducted by counsel of good standing
satisfactory to the Selected Dealer or the controlling persons thereof.

     12.     The Selected Dealer hereby agrees to indemnify and to hold
harmless the Company and each person, if any, who controls the Company, within
the meaning of Section 15 of the Securities Act of 1933, as amended (the
"Act"), from and against any and all losses, claims, damages, or liabilities,
joint or several, to which the Company may become subject under the Act, or
any other statute or at common law and to reimburse persons indemnified above
for any legal or other expense (including the cost of any investigation and
preparation) incurred by them in connection with any litigation, whether or
not resulting in any liability, but only insofar as such losses, claims,
damages, or liabilities arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or any amendment thereto or any application or other document filed
in any state or other jurisdiction in order to qualify the Stock under the
blue sky or securities laws thereof, or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, to the extent that such
information is supplied by the Selected Dealer to the Company for inclusion
therein, or are based upon alleged misrepresentations or omissions to state
material facts in connection with statements made by the Selected Dealer or
the Selected Dealer's salesmen orally or by other means, or the failure of a
Selected Dealer to deliver a Prospectus; and the Selected Dealer will
reimburse the Company for any legal or other expenses reasonably incurred in
connection with the investigation of or the defending of any such claim or
action.  The Company shall, after receiving the first Summons or other legal
process disclosing the nature of the action being served upon the Company, in
any proceeding in respect of which indemnity may be sought by the Company
hereunder, promptly notify the Selected Dealer in writing of the commencement
thereof.  In case any such litigation is brought against the Company, the
Company shall notify the Selected Dealer of the commencement thereof to the
extent the Selected Dealer shall be entitled to participate in (and, to the
extent the Selected Dealer shall wish, to direct) the defense thereof at the
Selected Dealer's own expense, but such defense shall be conducted by counsel
of good standing satisfactory to the Company.  If the Selected Dealer shall
fail to provide such defense, the Company may defend such action at the
Selected Dealer's cost and expense.  The Selected Dealer's obligation under
this paragraph shall survive the termination of this Agreement.

                                4
<PAGE>

     13.     The Company may over-allot in arranging for sales of the Shares
to the Selected Dealers and in the purchase and sale of Shares for long or
short account.

     14.     Selected Dealers will be governed by the conditions herein set
forth until this Agreement is terminated.  This Agreement will terminate at
the close of business ninety (90) days after the date hereof (which period may
be extended for up to an additional thirty (30) days in the discretion of the
Company), and in our discretion may be terminated at any earlier time.
Notwithstanding the termination of this Agreement, you shall remain liable to
the extent provided by law for your proportionate amount of any claim, demand
or liability which may be asserted against you alone, or against you together
with other dealers selling Shares upon the terms hereof, or against us, based
upon the claim that the Selected Dealers, or any of them, constitute an
association, an unincorporated business or other separate entity.

     15.     It is understood that we assume no obligation or responsibility
with respect to the right of any Selected Dealer or other person to sell the
Shares in any jurisdiction, notwithstanding any information which we may
furnish as to the states under the blue sky or securities laws of which it is
believed the Shares may be sold.

     16.     Your attention is called to the following:  (a) Article III,
Section 1 of the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. and the interpretations of said Section promulgated
by the Board of Governors of such Association including the interpretation
with respect to "Free-Riding and Withholding;" (b) Section 10(b) of the
Securities Exchange Act of 1934 and Rule 10b-6 of the general rules and
regulations promulgated under said Act; (c) Securities Act Release #3907; (d)
Securities Act Release #4150; and (e) Section 15(c) of the Securities Exchange
Act of 1934 and Rule 15c2-4 of the general rules and regulations promulgated
under said Act.  You, by signing this Agreement, acknowledge that you are
familiar with the cited law, rules and releases, and agree that you will not
directly and/or indirectly violate any provisions of applicable law in
connection with your participation in the distribution of the Shares.

     17.     By accepting this Agreement, the Selected Dealer has assumed full
responsibility for thorough and proper training of its representatives in all
features of and concerning the selling methods to be used in connection with
the offer and sale of the Shares, giving special emphasis to the principles of
full and fair

                                5
<PAGE>

disclosure to prospective investors, suitability, and the prohibitions against
"Free-Riding and Withholding."

     18.     In the event that you agree to offer Shares in accordance with
the terms hereof, kindly confirm such agreement by completing and signing the
form provided for that purpose on the enclosed duplicate hereof and returning
it to us promptly.

     19.     All communications from you should be addressed to us at the
office of Twinview, Inc., 573 East 300 South, Salt Lake City, Utah  84102.
Any notice from us to you shall be deemed to have been duly given if mailed or
telegraphed to you at the address to which this letter is mailed.

     20.     This Agreement may not be assigned by the Selected Dealer without
the Company's consent.  This Agreement will terminate upon the termination of
the offering, except that either party may terminate this Agreement at any
time by giving written notice to the other.

     Very truly yours,

     TWINVIEW, INC.


     By______________________________
       Authorized Officer

Accepted On:  __________________________

Firm Name:  ____________________________

By:  ___________________________________

Position:  _____________________________

Address:  ______________________________

________________________________________

Telephone Number:  _____________________

IRS Employer Identification Number:

________________________________________

Share Allocation:  _____________________


                                                  STATE OF DELAWARE
                                                  SECRETARY OF STATE
                                                  DIVISION OF CORPORATIONS
                                                  FILED ON 09:00 AM 11/05/1998
                                                  981428833 - 2963395

                   CERTIFICATE OF INCORPORATION

                                OF

                          TWINVIEW, INC.


     1.     The name of the Corporation is TWINVIEW, INC.

     2.     The address of the Corporation's registered office in New Castle
County, Delaware is 1209 Orange Street, Wilmington, Delaware  19801.  The
Corporation Trust Company is the Corporation's registered agent at that
address.

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

     4.     The Corporation shall have authority to issue two classes of
capital stock, designated Common Stock and Preferred Stock.  The amount of
total authorized capital stock of the Corporation is 20,000,000 shares,
consisting of 17,500,000 shares of Common Stock, par value $.0001 per share,
and 2,500,000 shares of Preferred Stock, par value $.0001 per share.

     The Preferred Stock may be issued in one or more series.  The Board of
Directors is hereby authorized to issue the shares of Preferred Stock in such
series and to fix, from time to time before issuance, the number of shares to
be included in any series and the designation, relative powers, preferences,
rights, qualifications, limitations or restrictions of all shares of such
series.  The authority of the Board of Directors with respect to each series
shall include, without limiting the generality of the foregoing, the
determination of any or all of the following:

          a.     the number of shares of any series and the designation to
distinguish the shares of such series from the shares of all other series;

          b.     the voting powers, if any, and whether such voting powers are
full or limited, in any such series;

          c.     the redemption provisions, if any, applicable to such series,
including the redemption price or prices to be paid;

<PAGE>

          d.     whether dividends, if any, shall be cumulative or
noncumulative;

          e.     the dividend rate, or method of determining the dividend
rate, of such series, and the dates and preferences of dividends of such
series;

          f.     the rights of such series upon the voluntary or involuntary
dissolution of, or upon any distribution of the assets of, the Corporation;

          g.     the provisions, if any, pursuant to which the shares of such
series are convertible into, or exchangeable for, shares of any other class or
classes or of any other series of the same or any other class or classes of
stock, or any other security, of the Corporation or any other corporation, and
the price or prices or the rates of exchange applicable thereto;

          h.     the right, if any, to subscribe for or to purchase any
securities of the Corporation or any other corporation;

          i.     the provision, if any, of a sinking fund applicable to such
series; and

          j.     any other relative, participating, optional or other special
powers, preferences, rights, qualifications, limitations or restrictions
thereof;

all of which shall be stated in a resolution or resolutions providing for the
issuance of such Preferred Stock (a "Preferred Stock Designation").

     Each holder of Common Stock entitled to vote shall have one vote for each
share thereof held.

     Except as may be provided by the Board of Directors in a Preferred Stock
Designation or by law, the Common Stock shall have the exclusive right to vote
for the election of directors and for all other purposes, and holders of
Preferred Stock shall not be entitled to receive notice of any meeting of
stockholders at which they are not entitled to vote or consent.

     5.     The name of the sole incorporator is Patrick K. Hogle and his
address is 573 East 300 South, Salt Lake City, Utah  84102.

     6.     The Board of Directors shall have the power to make, alter or
repeal the by-laws of the Corporation.

     7.     The election of the Board of Directors need not be by written
ballot.

     8.     The Corporation shall indemnify to the fullest extent permitted by
section 145 of the Delaware General Corporation Law, as amended from time to
time, each person that such section grants the Corporation the power to
indemnify.

<PAGE>

     9.     No director shall be personally liable to the Corporation or its
stockholders for monetary damage for breach of fiduciary duty as a director
for any act or omission occurring except that he may be liable (a) for any
breach of the director's duty of loyalty to the Corporation or its
stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) under section 174 of
the Delaware General Corporation Law or (d) for any transaction from which the
director derived an improper personal benefit.

     10.     The Corporation elects not to be governed by section 203 of the
Delaware General Corporation Law.

DATED:  October 30, 1998

                                   /S/ Patrick K. Hogle
                                   ______________________________
                                   Patrick K. Hogle
                                   Sole Incorporator

     Subscribed and sworn to before me this 30th day of October, 1998.


                                    /s/ Mary Hart
                                   ______________________________
                                   Notary Public
                                   Residing at Salt Lake County, Utah



<Notary Stamp:
Notary Public
Mary Hart
10 East South Temple, Suite 900
Salt Lake City, Utah 84133
My Commission Expires:
March 12, 2001
State of Utah>

_____________________
RNW\CORP\0196

                             BY-LAWS
                                OF
                          TWINVIEW, INC.

<PAGE>

                        TABLE OF CONTENTS
                        -----------------

ARTICLE I.  OFFICES............................................... 1
- -------------------

ARTICLE II.  SHAREHOLDERS .........................................1
- --------------------------
          Annual Meeting ......................................... 1
          Special Meeting ........................................ 1
          Place of Meeting ........................................2
          Notice of Meeting .......................................2
          Closing of Transfer Books or Fixing of Record Date ......2
          Voting Lists ..........................................  3
          Quorum ................................................. 3
          Proxies ................................................ 3
          Voting of Shares........................................ 3
          Voting of Shares by Certain Holders .................... 4
          Informal Action by Shareholders ........................ 4

ARTICLE III.  BOARD OF DIRECTORS ................................. 5
- ---------------------------------

          General Powers ......................................... 5
          Number, Tenure and Qualifications .....................  5
          Regular Meetings ....................................... 5
          Special Meetings ....................................... 5
          Meeting by Telephone ....................................6
          Notice ................................................. 6
          Quorum ................................................. 6
          Manner of Acting ....................................... 6
          Vacancies .............................................. 6
          Removals ............................................... 7
          Resignation ............................................ 7
          Compensation ........................................... 7
          Presumption of Assent ...................................7

ARTICLE IV.  OFFICERS ............................................ 8
- ---------------------

          Number ................................................. 8
          Election and Term of Office ...........................  8
          Resignations ........................................... 8
          Removal ................................................ 8
          Vacancies .............................................  8
          The Chairman ..........................................  8
          The Chief Executive Officer ...........................  9
          The President .......................................... 9
          The Vice-President ..................................... 9
          The Secretary .......................................... 9
          The Treasurer .......................................... 10
          Assistant Secretaries .................................. 10
          Salaries ................................................10
          Other Officers ..........................................10

ARTICLE V.  CONTRACTS, LOANS, CHECKS AND DEPOSITS ................. 11
- -------------------------------------------------

          Contracts ............................................... 11
          Loans ................................................... 11
          Checks Drafts, Etc. ......................................11
          Deposits .................................................11

ARTICLE VI.  INDEMNIFICATION .....................................  11
- ----------------------------

          Indemnification ........................................  11
          Determination............................................ 12
          General Indemnification ................................  12
          Advances ................................................ 12
          Scope of Indemnification ................................ 12
          Insurance ............................................... 13

ARTICLE VII.  CERTIFICATES FOR SHARES AND THEIR TRANSFER ...........13
- --------------------------------------------------------

          Certificates for Shares ..................................13
          Transfer of Shares ...................................... 13
          Consideration for Shares ................................ 14
          Registered Shareholders ................................. 14

ARTICLE VIII.  FISCAL YEAR ........................................ 14
- --------------------------

ARTICLE IX.  DIVIDENDS ...........................................  14
- ----------------------

ARTICLE X.  CORPORATE SEAL .......................................  14
- --------------------------

ARTICLE XI.  WAIVER OF NOTICE ......................................15
- -----------------------------

ARTICLE XII.  AMENDMENTS ...........................................15
- ------------------------

ARTICLE XIII.  PROCEDURE FOR CONDUCTING MEETINGS ...................15
- ------------------------------------------------

<PAGE>


                              BY-LAWS
                                OF
                          TWINVIEW, INC.


                        ARTICLE I.  OFFICES
                      ---------------------

     The principal office of the corporation in the State of Utah shall be
located in Salt Lake City.  The corporation may have such other offices,
either within or without the State of Utah, as the Board of Directors may
designate or as the business of the corporation may require from time to time.

     The registered office of the corporation required by the Delaware General
Corporation Law to be maintained in the State of Delaware shall initially be
1209 Orange Street, Wilmington, Delaware 19801, and the initial registered
agent in the State of Delaware shall be The Corporation Trust Company.  The
name and address of the Delaware registered agent and office may be changed
from time to time by the Board of Directors.


                    ARTICLE II.  SHAREHOLDERS


     Section 1.  Annual Meeting.  Unless otherwise designated by the Board of
Directors, the annual meeting of the shareholders shall be held on the second
Friday in the month of May in each year, beginning with the year 1999, at the
hour of 10:00 a.m. for the purpose of electing directors and for the
transaction of such other business as may come before the meeting.  If the day
fixed for the annual meeting shall be a legal holiday in the State of Utah,
such meeting shall be held on the next succeeding business day.  If the
election of directors shall not be held on the day designated herein or any
annual meeting of the shareholders, or at any adjournment thereof, the Board
of Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as is convenient.

     Section 2.  Special Meeting.  Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the Chief Executive Officer, the Chairman of the Board of Directors or by
the Board of Directors, and shall be called by the Chief Executive Officer at
the request of the holders of not less than ten percent (10%) of all
outstanding shares of the corporation entitled to vote at the meeting.

     Section 3.  Place of Meeting.  The Board of Directors may designate any
place, either within or without the State of Delaware, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors.  A waiver of notice signed by all shareholders entitled to vote at
a meeting may designate any place, either within or without the State of
Delaware, as the place for the holding of such meeting.  If no designation is
made, or if a special meeting be otherwise called, the place of meeting shall
be the principal office of the corporation in the State of Utah.

     Section 4.  Notice of Meeting.  Written notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall, unless otherwise prescribed by
statute, be delivered not less than ten (10) nor more than sixty (60) days
before the date of the meeting, either personally or by mail, by or at the
direction of the Chief Executive Officer, President, or the Secretary, or the
persons calling the meeting, to each shareholder of record entitled to vote at
such meeting.  If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder at his
address as it appears on the stock transfer books of the corporation, with
postage thereon prepaid.

     Section 5.  Closing of Transfer Books or Fixing of Record Date.  For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled
to receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, sixty (60) days.  If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books
shall be closed for at least ten days immediately preceding such meeting.  In
lieu of closing the stock transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than sixty (60) days and, in case of a
meeting of shareholders, not less than ten (10) days prior to the date on
which the particular action requiring such determination of shareholders, is
to be taken.  If the stock transfer books are not closed and no record date is
fixed for the determination of shareholders, or shareholders entitled to
receive payment of a dividend, the date on which notice of the meeting is
mailed or the date on which the resolution of the Board of Directors declaring
such dividend is adopted, as the case may be, shall be the record date for
such determination of shareholders.  When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.

     Section 6. Voting Lists.  The officer or agent having charge of the stock
transfer books for shares of the corporation shall make a complete list of the
shareholders entitled to vote at each meeting of shareholders or any
adjournment thereof, arranged in alphabetical order, with the address of and
the number of shares held by each.  Such list shall be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder during the whole time of the meeting for the purposes thereof.

     Section 7.  Quorum.  A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders.  If less than a majority of
the outstanding shares are represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further
notice.  At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally noticed.  The shareholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.

     Section 8.  Proxies.  At all meetings of shareholders, a shareholder may
vote in person or by proxy executed in writing by the shareholder or by his
duly authorized attorney-in-fact.  Such proxy shall be filed with the
secretary of the corporation before or at the time of the meeting.  No proxy
shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy.

     Section 9.  Voting of Shares.  Each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a
meeting of shareholders, unless provided otherwise in the corporation's
Certificate of Incorporation.

     Section 10.  Voting of Shares by Certain Holders.  Shares outstanding in
the name of another corporation may be voted by such officer, agent or proxy
as the by-laws of such corporation may prescribe, or, in the absence of such
provision, as the Board of Directors of such corporation may determine.

     Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name.  Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.

     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so
transferred.

     Neither shares of its own stock held by the corporation, nor those held
by another corporation if a majority of the shares entitled to vote for the
election of directors of such other corporation are held by the corporation,
shall be voted at any meeting or counted in determining the total number of
outstanding shares at any given time for purposes of any meeting.

     Section 11.  Informal Action by Shareholders.  Unless otherwise
restricted by law or the certificate of incorporation, any action required to
be taken at a meeting of the shareholders, or any action which may be taken at
a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voting.  Prompt notice of the taking
of any such action shall be given to those shareholders who did not consent in
writing.


                 ARTICLE III.  BOARD OF DIRECTORS


     Section 1.  General Powers.  The business and affairs of the corporation
shall be managed by its Board of Directors.  The Board of Directors may
designate a committee or committees consisting of not less than two directors,
which committee or committees shall have and may exercise all of the authority
designated to it or them by the Board of Directors; but, the designation of
such committees and the delegation thereto of authority shall not operate to
relieve the Board of Directors or any member thereof of any responsibility
imposed upon it or him by law.

     Section 2.  Number, Tenure and Qualifications.  The number of directors
of the corporation shall be not less than two (2) nor more than nine (9) as
determined, from time to time, by the Board of Directors.

     Each Director shall hold office until the next annual meeting of
shareholders and until his successor shall have been elected and qualified.
Directors need not be residents of the State of Delaware or shareholders of
the corporation.  The Board of Directors may elect from its own number a
Chairman of the Board, who shall preside at all meetings of the Board of
Directors, and shall perform such other duties as may be prescribed from time
to time by the Board of Directors.

     Section 3.  Regular Meetings.  A regular meeting of the Board of
Directors shall be held without other notice than this by-law immediately
after, and at the same place as, the annual meeting of shareholders.  The
Board of Directors may provide, by resolution, the time and place, either
within or without the State of Delaware, for the holding of additional regular
meetings without other notice than such resolution.

     Section 4.  Special Meetings.  Special meetings of the Board of Directors
may be called by or at the request of the Chief Executive Officer or the
Chairman of the Board of Directors or any two Directors.  The person or
persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the State of Delaware, as the place for
holding any special meeting of the Board of Directors called by them.

     Section 5.  Meeting by Telephone.  Members of the Board of Directors or
any committee designated by the Board may participate in a meeting of the
Board as committee by means of conference telephone or similar communications
equipment by which all persons participating in the meeting can hear each
other, and participation in a meeting under this section shall constitute
presence in person at the meeting.

     Section 6.  Notice.  Notice of any special meeting shall be given at
least forty-eight (48) hours previously thereto by notice delivered personally
or mailed to each Director at his or her business address or residence
address, or by telephone or telegram.  If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, so addressed, with
postage thereon prepaid.  If notice be given by telegram such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph
company.  Any Director may waive notice of any meeting.  The attendance of a
Director at a meeting shall constitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called
or convened.  Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the Board of Directors need be specified in
the notice or waiver of notice of such meeting.

     Section 7.  Quorum.  A majority of the number of Directors fixed by
Section III.2 shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such majority is present
at a meeting, a majority of the Directors present may adjourn the meeting from
time to time without further notice.

     Section 8.  Manner of Acting.  The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the
Board of Directors.  Any action which may be taken at a meeting of the
Directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the Directors.

     Section 9.  Vacancies.  Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining Directors
though less than a quorum of the Board of Directors.  A Director elected to
fill a vacancy shall be elected for the unexpired term of his predecessor in
office.  Any directorship to be filled by reason of an increase in the number
of Directors may be filled by election by the Board of Directors for a term of
office continuing only until the next election of Directors by the
shareholders.

     Section 10.  Removals.  Directors may be removed at any time without
cause by vote of the shareholders holding a majority of the shares outstanding
and entitled to vote.  Such vacancy shall be filled by the directors then in
office, though less than a quorum, and any person so designated or appointed
shall hold office until the next annual meeting or until his successor is duly
elected and qualified; provided that any directorship to be filled by reason
of removal by the shareholders may be filled by election by the shareholders
at the meeting at which the director is removed.  No reduction of the
authorized number of directors shall have the effect of removing any director
prior to the expiration of his term of office.

     Section 11.  Resignation.  A director may resign at any time by
delivering written notification thereof to the President or Secretary of the
corporation.  Resignation shall become effective upon its acceptance by the
Board of Directors; provided, however, that if the Board of Directors has not
acted thereon within ten (10) days after the date of its delivery, the
resignation shall be deemed accepted upon the tenth day.

     Section 12.  Compensation.  By resolution of the Board of Directors, each
Director may be paid his expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a stated salary as Director or a fixed
sum for attendance at each meeting of the Board of Directors or both.  No such
payment shall preclude any Director from serving the corporation in any other
capacity and receiving compensation therefor.

     Section 13.  Presumption of Assent.  A Director of the corporation who is
present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the Secretary of the corporation
immediately after the adjournment of the meeting.  Such right to dissent shall
not apply to a Director who voted in favor of such action.


                      ARTICLE IV.  OFFICERS


     Section 1.  Number.  The officers of the corporation shall be a Chief
Executive Officer, a President, a Secretary, and a Treasurer, each of whom
shall be elected by the Board of Directors.  Such other officers, including
but not limited to, one or more Vice Presidents, Chief Financial Officer,
Chief Accounting Officer, and assistant officers as may be deemed necessary
may be elected or appointed by the Board of Directors.  Any two or more
offices may be held by the same person.

     Section 2.  Election and Term of Office.  The officers of the corporation
to be elected by the Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors held after each
annual meeting of the shareholders.  If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
conveniently may be.  Each officer shall hold office until his successor shall
have been duly elected and shall have qualified or until his death or until he
shall resign or shall have been removed in the manner hereinafter provided.

     Section 3.  Resignations.  Any corporate officer may resign at any time
by delivering a written resignation either to the corporate President or to
the corporate Secretary.  Unless otherwise specified therein, such resignation
shall take effect upon delivery.

     Section 4.  Removal.  Any officer or agent may be removed by the Board of
Directors whenever in its judgment, the best interests of the corporation will
be served thereby, but any such removal shall be without prejudice to the
contract rights, if any, of the person so removed.  Election or appointment of
an officer or agent shall not of itself create contract rights.

     Section 5.  Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.

     Section 6.  The Chairman.  The Board of Directors may elect from its own
number a Chairman of the Board, who shall preside at all meetings of the Board
of Directors and/or Shareholders, and shall perform such other duties as may
be prescribed from time to time by the Board of Directors.

     Section 7.  The Chief Executive Officer.  The Chief Executive Officer
shall be the principal executive officer of the corporation and, subject to
the control of the Board of Directors, shall in general supervise and control
all of the business and affairs of the corporation.  He shall, when the
Chairman is not present, preside at all meetings of the shareholders and of
the Board of Directors.  He or the President may sign, with the Secretary or
any other proper officer of the corporation thereunto authorized by the Board
of Directors, certificates for shares of the Corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the Board of Directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
By-Laws to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed; and in general shall
perform all duties incident to the office of Chief Executive Officer and such
other duties as may be prescribed by the Board of Directors from time to time.

     Section 8.  The President.  The President shall, subject to the direction
of the Chief Executive Officer, manage the day to day affairs of the
corporation, and the President shall, in the absence of the Chief Executive
Officer, perform all of the functions of the Chief Executive Officer.  The
President may sign, with the Secretary or any other proper officer of the
corporation thereunto authorized by the Board of Directors, certificates for
shares of the Corporation, any deeds, mortgages, bonds, contracts, or other
instruments which the Chief Executive Officer is authorized by these By-Laws
to execute.

     Section 9.  The Vice-President.  In the absence of the President or in
the event of his death, inability or refusal to act, the Vice-President (or in
the event there be more than one Vice-President, the Vice-Presidents in the
order designated at the time of their election, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President.  Any Vice-President may sign, with
the Secretary or an Assistant Secretary, certificates for shares of the
corporation; and shall perform such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.

     Section 10.  The Secretary.  The Secretary shall: (a) keep the minutes of
the proceedings of the shareholders and of the Board of Directors in one or
more books provided for that purpose; (b) see that all notices are duly given
in accordance with the provisions of these By-Laws or as required by law; (c)
be custodian of the corporate records and of the seal of the corporation and
see that the seal of the corporation is affixed to all documents the execution
of which on behalf of the corporation under its seal is duly authorized; (d)
keep a register of the post office address of each shareholder; (e) sign with
the Chief Executive Officer, President, or a Vice-President, certificates for
shares of the corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the corporation; and (g) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the President or by the Board of Directors.

     Section 11.  The Treasurer.  The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation;
(b) receive and give receipts for moneys due and payable to the corporation
from any source whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of Article V.

     Section 12.  Assistant Secretaries.  The Assistant Secretaries, when
authorized by the Board of Directors, may sign with the Chief Executive
Officer or President or a Vice-President certificates for shares of the
corporation the issuance of which shall have been authorized by a resolution
of the Board of Directors.

     Section 13.  Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
corporation.

     Section 14.  Other Officers.  Other officers shall perform such duties
and have such powers as may be assigned to them by the Board of Directors.


        ARTICLE V.  CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 1.  Contracts. The Board of Directors may authorize any officer
or officers, agent or agents to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.

     Section 2.  Loans.  No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors.  Such authority
may be general or confined to specific instances.

     Section 3.  Checks Drafts, Etc.  All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.

     Section 4.  Deposits.  All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositaries as the Board of Directors
may select.

                   ARTICLE IV.  INDEMNIFICATION

     Section 1.  Indemnification.  The corporation shall indemnify its
directors, officers, employees, fiduciaries and agents to the fullest extent
permitted by the Delaware General Corporation Law, as the same may be amended
or supplemented.  In particular, and not in derogation of the generality of
the foregoing, except as provided in this section, the corporation shall
indemnify an individual made a party to a proceeding because he/she is or was
a director, against liability incurred in the proceeding if:

          (a)     his/her conduct was in good faith;

          (b)     he/she reasonably believed that his/her conduct was in, or
at least not opposed to, the corporation's best interests; and

          (c)     in the case of any criminal proceeding, he/she had no
reasonable cause to believe his conduct was unlawful.

     Section 3.  Determination.  To the extent that a director, officer,
employee or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section
VI.1 or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorney's fees) which he actually and
reasonably incurred in connection therewith.  Any other indemnification under
Section VI.1 not ordered by a court shall be made by the corporation upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in Section VI.1 hereof.  Such determination shall be made
either by (a) the Board of Directors by a majority vote of a quorum consisting
of Directors who were not parties to such action, suit or proceeding, (b) by
independent legal counsel in a written opinion, or (c) by the shareholders by
a majority vote of a quorum of shareholders at any meeting duly called for
such purpose.

     Section 4.  General Indemnification.  The indemnification and advancement
of expenses provided by this Article may not be construed to be exclusive of
any of the rights to which a person seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of shareholders or
disinterested directors or otherwise, both as to an action in his official
capacity and as to an action in another capacity while holding office.

     Section 5.  Advances.  Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of the action,suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent that
he shall repay the amount advanced if it is ultimately determined that he is
not entitled to be indemnified by the corporation as authorized by this
Article.

     Section 6.  Scope of Indemnification.  The indemnification and
advancement of expenses authorized by this Article shall apply to all present
and future directors, officers, employees and agents of the corporation and
shall continue as to such persons who cease to be directors, officers,
employees, or agents of the corporation and shall inure to the benefit of the
heirs, executors, and administrators of all such persons and shall be in
addition to all other indemnification and advancement of expenses provided by
law.

     Section 7.  Insurance.  The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out
of his status in any such capacity, whether or not the corporation would have
the power to indemnify him against any such liability under the provisions of
this Article VI or the laws of the State of Delaware, as the same may
hereafter be amended or modified.


     ARTICLE VII.  CERTIFICATES FOR SHARES AND THEIR TRANSFER


     Section 1.  Certificates for Shares.  Certificates representing shares of
the corporation shall be in such form as shall be determined by the Board of
Directors.  Such certificates shall be signed by the Chief Executive Officer,
President or Vice-President and by the Secretary or an Assistant Secretary and
sealed with the corporate seal or a facsimile thereof.  The signatures of such
officers upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent, or registered by a registrar, other than
the corporation itself or one of its employees.  All certificates for shares
shall be consecutively numbered or otherwise identified.  The name and address
of the person to whom the shares represented thereby are issued, with the
number of shares and date of issue, shall be entered on the stock transfer
books of the corporation.  All certificates surrendered to the corporation for
transfer shall be canceled and no new certificate shall be issued until the
former certificates for a like number of shares shall have been surrendered
and canceled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefor upon such terms and indemnity to
the corporation as the Board of Directors may prescribe.

     Section 2.  Transfer of Shares.  Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the
holder of record thereof or by his legal representative, who shall furnish
proper evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation, and on surrender for cancellation of the certificate for such
shares.  The person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all purposes.

     Section 3.  Consideration for Shares.  The capital stock of the
corporation shall be issued for such consideration as shall be fixed from time
to time by the Board of Directors, but in no event shall such value be less
than the par value of such shares.  In the absence of fraud, the determination
of the Board of Directors as to the value of any property or services received
in full or partial payment for shares shall be conclusive.

     Section 4.  Registered Shareholders.  The corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder
thereof in fact and shall not be bound to recognize any equitable or other
claim to or interest in the shares.


                    ARTICLE VIII.  FISCAL YEAR


     The fiscal year of the corporation shall begin on the first day of
January and end on the last day of December in each year.


                      ARTICLE IX.  DIVIDENDS


     The Board of Directors may, from time to time, declare and the
corporation may pay dividends on its outstanding shares in the manner, and
upon the terms and conditions provided by law and its certificate of
incorporation.


                    ARTICLE X.  CORPORATE SEAL


     The Board of Directors may in its discretion provide a corporate seal.


                   ARTICLE XI.  WAIVER OF NOTICE


     Whenever any notice is required to be given to any shareholder or
Director of the corporation under the provisions of these By-Laws or under the
provisions of the Certificate of Incorporation or under the provisions of the
Delaware General Corporation Law, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
Attendance of a Director at any meeting of Directors shall constitute a waiver
of notice of such meeting, except where a Director attends for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened.


                     ARTICLE XII.  AMENDMENTS


     These By-Laws may be altered, amended or repealed and new by-laws may be
adopted by the Board of Directors at any regular or special meeting of the
Board of Directors.


         ARTICLE XIII.  PROCEDURE FOR CONDUCTING MEETINGS


     All shareholder and director meetings shall be conducted in accordance
with the rules and procedures set forth in the most current edition of
Roberts' Rules of Order.

     A true copy adopted by the Board of Directors on the 6th day of November,
1999.

     ATTEST:

     /s/ John S. Girvan
     --------------------------
     Secretary


                                                          STATE OF DELAWARE
                                                        SECRETARY OF STATE
                                                      DIVISION OF CORPORATIONS
                                                     FILED 09:00 AM 01/04/99
                                                      991004262 - 2963395

                    CERTIFICATE OF DESIGNATION
                                OF
             RIGHTS, PREFERENCES AND NUMBER OF SHARES
                                OF
               SERIES A CONVERTIBLE PREFERRED STOCK
                                OF
                          TWINVIEW, INC.
                      a Delaware corporation

    TWINVIEW, INC., a Delaware corporation (the "Corporation") DOES HEREBY
CERTIFY:

    That, pursuant to authority conferred upon the Board of Directors of the
Corporation by the Certificate of Incorporation, and in accordance with the
provisions of Section 151 of the General Corporation Law of the State of
Delaware, the Board of Directors of the Corporation by consent action duly
taken as of December 23, 1998, adopted a resolution providing for the issuance
of a Series A Preferred Stock, as follows:

    RESOLVED:  That, pursuant to authority conferred upon the Board of
Directors of the Corporation by Article 4 of the Certificate of Incorporation,
as amended, there is hereby established one series of Convertible Preferred
Stock, consisting of an aggregate of 275,000 shares which shall be designated
as "Series A Convertible Preferred Stock" (hereinafter "Series A Preferred
Stock") the Board of Directors of the Corporation be and hereby is authorized
to issue such shares of Series A Preferred Stock from time to time and for
such consideration and on such terms as the Board of Directors shall
determine; and subject to the limitations provided by law and by Article 4 of
the Certificate of Incorporation,  the powers, designations, preferences, and
relative, participating, optional or other special rights of, and the
qualifications, limitations or restrictions upon, the Series A Preferred
Stock, are as set forth below:

    1.    Dividends.  No cash dividends shall be paid on the Series A
Preferred Stock.

    2.    Liquidation Preference.

        (a)    Series A Liquidation Preference.  In the event of any
liquidation, dissolution or winding up of the Corporation, either voluntary or
involuntary, the holders of the Series A Preferred Stock shall be entitled to
receive, prior and in preference to any distribution of any of the assets or
surplus funds of the Corporation to the holders of the Common Stock by reason
of their ownership thereof, the amount of $0.75 per share (adjusted
proportionally for any stock splits, combinations or similar events) for each
share of Series A Preferred Stock then held by them (the "Liquidation Capital
Preference").  In addition, such holders shall be entitled to receive, prior
and in preference to any distribution of any of the assets or surplus funds of
the Corporation to the holders of the Common Stock by reason of their
ownership thereof, an amount equal to all unpaid dividends on the Series A
Preferred Stock, if any, whether or not declared, to and including the date
full payment shall be tendered to the holders of the Series A Preferred Stock
with respect to such liquidation, dissolution or winding up, and no more.

        (b)    Insufficiency.  If upon the occurrence of such liquidation,
dissolution or winding up, the assets and funds thus distributed among the
holders of the Series A Preferred Stock shall be insufficient to permit the
payment to such holders of the full aforesaid preferential amount, then the
entire assets and funds of the Corporation legally available for distribution
shall be distributed among the holders of the Series A Preferred Stock first
in proportion to the number of shares of Series A Preferred Stock then held by
them multiplied by $0.75 in the case of the holders of the Series A Preferred
Stock (the "Series A Total"), but only to the extent of the sum of the Series
A Total and any remainder among the holders of the Series A Preferred Stock in
proportion to the respective unpaid dividends on each share of each series to
the extent of such unpaid dividends.

        (c)    Notice.  Written notice of such liquidation, dissolution or
winding up, stating a payment date, the amount of the liquidation payments and
the place where said liquidation payments shall be payable, shall be given by
mail, postage prepaid, not less than thirty (30) days prior to the payment
date stated therein to the holders of record of the Series A Preferred Stock,
such notice to be addressed to each such holder at his post office address as
shown by the records of the Corporation.

        (d)    Deemed Liquidation.  Except for a merger or consolidation in
which the Corporation is the surviving corporation and the shareholders of the
surviving corporation immediately prior to such merger or consolidation own at
least 51% of the voting equity of the surviving corporation immediately after
such merger or consolidation, a consolidation or merger of the Corporation
with or into any other corporation or corporations shall be deemed to be a
liquidation, dissolution or winding up within the meaning of this paragraph 2.

    3.    Restrictions.  At any time when shares of Series A Preferred Stock
are outstanding, except where the vote or written consent of the holders of a
greater number of shares of the Corporation is required by law or by the
Corporation's Certificate of Incorporation, and in addition to any other vote
required by law, without the prior consent of the holders of more than 50% of
the outstanding shares of Series A Preferred Stock and the outstanding shares
of Common Stock into which Series A Preferred Stock shall have been converted
(collectively, the "Combined Series A Shares"), voting together as a single
class, given in person or by proxy, either in writing or at a special meeting
called for that purpose, at which meeting the holders of the Combined Series A
Shares shall vote together as a distinct class, the Corporation shall not:

        (a)    pay or declare any dividend or distribution, whether in cash or
property, on any shares of Common Stock or apply any of its assets to the
redemption, retirement, purchase or other acquisition, directly or indirectly,
of any shares of Common Stock; and

        (b)    authorize, by amendment to the Certificate of Incorporation or
otherwise (including by reclassification of any class of capital stock or
recapitalization), or issue any securities, or any securities directly or
indirectly convertible into or exercisable for any securities, which would be
on a parity with or have any preference or priority superior to the Series A
Preferred Stock as to dividends or assets, or the reissuance of which would in
any way alter the rights, privileges or powers of, or the restrictions
provided for the benefit of, the Series A Preferred Stock;

        (c)    amend, alter, or repeal any provision of the Corporation's
Certificate of Incorporation, this Certificate or the Corporation's By-Laws in
any manner which would adversely affect the preferences, qualifications,
special or relative rights or privileges of the Series A Preferred Stock;

        (d)    enter into any agreement, arrangement or understanding which is
inconsistent with the rights of the Series A Preferred Stock or conflict with
the rights, privileges and powers, or the restrictions provided for the
benefit of the Series A Preferred Stock;

        (e)    consent to any dissolution, liquidation or winding up of the
Corporation, or merge or consolidate with any other entity except in a
transaction in which (1) the Corporation is the surviving corporation, and (2)
the merger or consolidation does not violate any other restrictive covenant
binding on the Corporation.

    4.    Conversions.  The holders of shares of Series A Preferred Stock
shall have the following conversion rights:

        (a)    Series A Voluntary Conversion Right; Possible Redemption of
Shares.  Subject to the terms and conditions of this paragraph 4, and subject
to the Corporation's right to redeem any outstanding shares of Series A
Preferred Stock as explained below, the holder of any share or shares of
Series A Preferred Stock shall have the right, at such holder's option at any
time during the first two years following the First Issue Date of the Series A
Preferred Stock, to convert any such shares of Series A Preferred Stock
(except that upon any liquidation of the Corporation the right of conversion
shall terminate at the close of business on the last full business day next
preceding the date fixed for payment of the amount distributable on the Series
A Preferred Stock) into fully paid and nonassessable whole shares of Common
Stock (sometimes referred to herein as the "Series A Conversion Shares") on a
one (1) share of Series A Preferred Stock for one (1) share of Common Stock
basis (the "Series A Conversion Ratio"), unless said Series A Conversion Ratio
is otherwise required to be adjusted according to the terms of this paragraph
4.  Such rights of conversion shall be exercised by the holder thereof by
giving written notice that the holder elects to convert a stated number of
shares of Series A Preferred Stock into Common Stock and by surrender of a
certificate or certificates for the shares so to be converted to the
Corporation properly endorsed (or with stock power(s) properly endorsed) with
medallion signature guarantee(s) at its principal office (or such other office
or agency of the Corporation as the Corporation may designate by notice in
writing to the holders of the Series A Preferred Stock) at any time during its
usual business hours on the date set forth in such notice to the Corporation,
together with a statement of the name or names (with address) in which the
certificate or certificates for shares of Common Stock shall be issued.  Upon
the Corporation's receipt of a stockholder's written notice to convert and the
certificate or certificates representing the shares of series A Preferred
Stock to be converted, properly endorsed (or with stock power(s) properly
endorsed) with medallion signature guarantee(s), the Corporation shall have
thirty (30) days within which to mail to the registered holder at the holder's
post office address as shown by the records of the Corporation, a notice of
redemption of any or all of the shares surrendered for conversion at the cash
redemption price of $1.25 per share, specifying the number of shares of Series
A Preferred stock to be redeemed.  If the Corporation elects to redeem more
than seventy -five percent (75.0%) of the shares surrendered for voluntary
conversion by any stockholder, the stockholder may object by sending written
notice of objection to the Corporation within ten (10) days following the
holder's receipt of the Corporation's notice of redemption. Should the
stockholder so object, the stockholder will be allowed to convert all of the
holder's shares in excess of seventy-five percent (75.0%) of the amount
surrendered for conversion.  The Corporation must pay the cash redemption
price (out of funds legally available therefor) to the holder within thirty
(30) days following the mailing of the notice of redemption.

        (b)    Series A Mandatory Conversion.  On the date two years following
the First Issue Date, all outstanding shares of the Corporation's Series A
Preferred Stock shall be deemed to be automatically converted to shares of the
Corporation's Common Stock on a one (1) share of Series A Preferred Stock for
one (1) share of Common Stock basis, unless said Series A Conversion Ratio is
otherwise required to be adjusted according to the terms of this paragraph 4.
Although all outstanding shares of Series A Preferred Stock shall be deemed to
be converted into shares of Common Stock according to the Series A Conversion
Ratio as of said date, the Corporation shall have no obligation to issue
certificates representing shares of Common Stock reflecting the conversion
until such time as a shareholder surrenders the certificate of certificates
for the shares so converted to the Corporation properly endorsed (or with
stock power(s) properly endorsed) with medallion signature guarantee(s) at the
Corporation's principal office (or such other office or agency of the
Corporation as the Corporation may designate by notice in writing to the
holder of the Series A Preferred Stock) at any time during its usual business
hours.

        (c)    Issuance of Certificates; Time Conversion Effected; Additional
Conditions for Securities Law Compliance.  Promptly after the receipt of the
written notice of conversion referred to in subparagraph 4(a) and surrender of
the certificate or certificates for the shares of Series A Preferred Stock to
be converted endorsed with medallion signature guarantee as described in
subparagraph 4(a) or 4(b), the Corporation shall issue and deliver, or cause
to be issued and delivered, to the holder, registered in such name or names as
such holder may direct, a certificate or certificates for the number of whole
shares of Common Stock issuable upon the conversion of such shares of Series A
Preferred Stock.  To the extent permitted by law, such conversion shall be
deemed to have been effected as of the close of business on the date sixty
(60) days following the date on which written notice of conversion shall have
been received by the Corporation and the certificate or certificates for such
shares all have been surrendered as aforesaid or the actual date on which the
Common Stock certificate(s) is issued, whichever occurs first, and at such
time the rights of the holder of such share or shares of Series A Preferred
Stock shall cease, and the person or persons in whose name or names any
certificate or certificates for shares of Common Stock shall be issuable upon
such conversion shall be deemed to have become the holder or holders of record
of the shares represented thereby.  The Corporation reserves as a prerequisite
to allowing conversion under this paragraph 4 the right to furnish such
information to and require such representations from the holders of the Series
A Preferred Stock seeking conversion as may be appropriate, in the
Corporation's sole discretion, to assure compliance with applicable securities
laws.  A delay past any of the time periods provided for redemption or
conversion may be authorized by the Corporation to the extent such a delay is
deemed by the Corporation to be necessary or convenient to the provision of
appropriate disclosure.

        (d)    Fractional Shares; Dividends; Partial Conversion.  No
fractional shares shall be issued upon conversion of Series A Preferred Stock
into Common Stock and no payment or adjustment shall be made upon any
conversion on account of any cash dividends on the Common Stock issued upon
such conversion.  In case the number of shares of Series A Preferred Stock
represented by the certificate or certificates surrendered pursuant to
subparagraph 4(a) exceeds the number of shares converted, the Corporation
shall, upon such conversion, execute and deliver to the holder thereof, at the
expense of the Corporation, a new certificate or certificates for the number
of shares of Series A Preferred Stock represented by the certificate or
certificates surrendered which are not to be converted.  If any fractional
interest in a share of Common Stock would, except for the provisions of the
first sentence of this subparagraph 4(d), be delivered upon any such
conversion, the Corporation, in lieu of delivering the fractional share
thereof, shall pay to the holder surrendering the Series A Preferred Stock for
conversion a pro rata amount in cash equal to $0.75 per share, as may be
adjusted pursuant to paragraph 4(e).

        (e)    Subdivision or Combination of Stock or Payment of Stock
Dividend.  In case the Corporation shall at any time subdivide its outstanding
shares of Common stock into a greater number of shares, the Series A
Conversion Ratio in effect immediately prior to such subdivision shall be
proportionately adjusted, and, conversely, in case the outstanding shares of
Common Stock of the Corporation shall be combined into a smaller number of
shares, the Series A Conversion Ratio in effect immediately prior to such
combination shall be proportionately adjusted.  In the event the Corporation
pays a Common Stock dividend prior to the conversion of shares of Series A
Preferred Stock the Series A Conversion Ratio in effect immediately prior to
such stock dividend shall be proportionately adjusted.

        (f)    Reorganization or Reclassification.  If any capital
reorganization or reclassification of the capital stock of the Corporation
shall be effected in such a way that holders of Common Stock shall be entitled
to receive stock, securities or assets with respect to or in exchange for
Common Stock, then, as a condition of such reorganization or reclassification,
lawful and adequate provision shall be made whereby each holder of a share or
shares of Series A Preferred Stock shall thereafter have the right to receive,
upon the basis and upon the terms and conditions specified herein and in lieu
of the shares of Common Stock of the Corporation immediately theretofore
receivable upon the conversion of such share or shares of Series A Preferred
Stock, such shares of stock, securities or assets as may be issued or payable
with respect to or in exchange for a number of outstanding shares of such
Common Stock immediately theretofore receivable upon such conversion had such
reorganization or reclassification not taken place, and in any such case
appropriate provision shall be made with respect to the rights and interests
of such holder to the end that the provisions hereof (including without
limitation provisions for adjustments of the Series A Conversion Ratio shall
thereafter be applicable, as nearly as may be, in relation to any shares of
stock, securities or assets thereafter deliverable upon the exercise of such
conversion rights.

        (g)    Notice of Adjustment.  Upon any adjustment of the Series A
Conversion Ratio, then and in each such case the Corporation shall give
written notice thereof, by U.S. mail, postage prepaid, addressed to each
holder of shares of Series A Preferred Stock at the address of such holder as
shown on the books of the Corporation, which notice shall state the Series A
Conversion Ratio  resulting from such adjustment, setting forth in reasonable
detail the method of calculation and the facts upon which such calculation is
based.

        (h)    Stock to be Reserved.  The Corporation will at all times
reserve and keep available out of its authorized Common Stock or its treasury
shares, solely for the purpose of issuance upon the conversion of Series A
Preferred Stock as herein provided, such number of shares of Common Stock as
shall then be issuable upon the conversion of all outstanding shares of Series
A Preferred Stock.  The Corporation covenants that all shares of Common Stock
which shall be so issued shall be duly and validly issued and fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue thereof.  The Corporation will take all such action as may be necessary
to assure that all such shares of Common Stock may be so issued without
violation of any applicable law or regulation.  The Corporation will not take
any action which results in any adjustment of the Series A Conversion Ratio if
the total number of shares of Common Stock issued and issuable after such
action upon conversion of the Series A Preferred Stock would exceed the total
number of shares of Common Stock then authorized by the Certificate of
Incorporation, as then amended.

        (i)    Closing of Books.  The Corporation shall at no time close its
transfer books against the transfer of any Series A Preferred Stock or of any
shares of Common Stock issued or issuable upon the conversion of any shares of
Series A Preferred Stock in any manner which interferes with the timely
conversion of such Series A Preferred Stock.

        (j)    Definition of Common Stock.  As used in this paragraph 4, the
term "Common Stock" shall mean and include the Corporation's authorized Common
Stock, $0.0001 par value, as constituted on December 1, 1998, and shall also
include any capital stock of any class of the Corporation thereafter
authorized which shall not be limited to a fixed sum or percentage of par
value in respect of the rights of the holders thereof to participate in
dividends or in the distribution of assets upon the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation; provided that the
shares of Common Stock receivable upon conversion of shares of Series A
Preferred Stock or, in case of any reorganization or reclassification of the
outstanding shares thereof, the stock, securities or assets provided for in
subparagraph 4(f), shall include only shares designated as Common Stock of the
Corporation on December 1, 1998.

    5.    Redemption.  The shares of Series A Preferred Stock shall be
redeemable as follows:

        (a)    No Mandatory Redemption Required; Voluntary Redemption
Permitted.  The Corporation may voluntarily redeem (in the manner and with the
effect provided in subparagraphs 5(b) through 5(d) below) at any time prior to
the date two years following the First Issue Date, any or all of the shares of
Series A Preferred Stock then outstanding if and to the extent that the
Corporation has funds legally available therefor; provided, however, that if
the Corporation elects to redeem more than seventy-five percent (75.0%) of the
Series A Preferred Stock held by any particular stockholder, the stockholder
may object by sending written notice of objection to the Corporation within
ten days following the holder's receipt of the Corporation's notice of
redemption.  Should the stockholder so object, the Corporation will only be
permitted to redeem a maximum of seventy-five percent (75.0%) of the shares of
Series A Preferred Stock held by an objecting stockholder.

        (b)    Series A Redemption Price.  In the event of a voluntary
redemption by the Corporation, the Series A Preferred Stock to be redeemed
shall be redeemed by paying for each share in cash the sum of $1.25 (adjusted
proportionally for any stock splits, combinations or other similar events)
such amount being herein sometimes referred to as the "Series A Redemption
Price."  In the event the Corporation elects to redeem any or all of the then
outstanding shares of Series A Preferred Stock, the Corporation shall specify
a "Series A Redemption Date" which shall not be later than two years after the
First Issue Date.  Not less than thirty (30) nor more than sixty (60) days
before the Series A Redemption Date, written notice shall be given by mail,
postage prepaid, to the holders of record of Series A Preferred Stock to be
redeemed, such notice to be addressed to each such holder at his post office
address as shown by the records of the Corporation, specifying the number of
shares to be redeemed, the Redemption Price and the place and date of such
redemption.  If such notice of redemption shall have been duly given and if on
or before such Redemption Date the funds necessary for redemption shall have
been set aside so as to be and continue to be available therefor, then,
notwithstanding that any certificate for shares of Series A Preferred Stock to
be redeemed shall not have been surrendered for cancellation, after the close
of business on such Redemption Date, the shares so called for redemption shall
no longer be deemed outstanding, the dividends thereon shall cease to accrue,
and all rights with respect to such shares shall forthwith cease after the
close of business on the Redemption Date.

        (c)    Redeemed or Otherwise Acquired Shares to be Retired.  Any
shares of the Series A Preferred Stock  redeemed pursuant to this paragraph 5
or otherwise acquired by the Corporation in any manner whatsoever shall be
canceled and shall thereafter constitute authorized but unissued shares of
Preferred Stock, $0.0001 par value, which may be reissued to the same extent
and upon the same terms as any other heretofore authorized but unissued shares
of the Corporation's preferred stock may be issued; and the Corporation may
from time to time take such appropriate corporate action as may be necessary
to reduce the number of authorized shares of the Corporation's Series A
Preferred Stock accordingly.

        (d)    Shares to be Redeemed.  In case of the redemption, for any
reason, of only a part of the outstanding shares of Series A Preferred Stock
on a Redemption Date, all shares of Series A Preferred Stock to be redeemed
shall be selected pro rata, and there shall be so redeemed from each
registered holder in whole shares, that proportion of all of the shares to be
redeemed which the number of shares held of record by such holder bears to the
total number of shares of Series A Preferred Stock, at the time outstanding.

    6.    Voting Rights.  Except as otherwise provided by law, the holders of
Common Stock and Series A Preferred Stock shall vote together as a class on
all matters to be voted on by the stockholders of the Corporation on the
following basis:  each holder of Series A Preferred Stock shall be entitled to
one vote for each share of Common Stock which would be issuable to such holder
upon the conversion of all the shares of Series A Preferred Stock held by such
holder on the record date for the determination of stockholders entitled to
vote.

    7.    Amendment.  Except as otherwise required by law or provided herein,
any term of this Certificate may be amended and the observance of any term
hereof may be waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of holders of
not less than seventy five percent (75%) of the combined voting interest of
the shares of Series A Preferred Stock and the Series A Conversion Shares then
outstanding of the Corporation.

    8.    First Issue Date.  The First Issue Date shall be date on which all
of the requirements of the Corporation's minimum amount of its private
placement offering have been met, such that the Corporation's stock transfer
agent may issue shares of Series A Preferred Stock.

    Dated as of December 23, 1998.

                        TWINVIEW, INC.

                                  /s/ Patrick K. Hogle
                        By: _______________________________________
                               Patrick K. Hogle, President

                               /s/ John S. Girvan, Secretary
                        By: _______________________________________
                               John S. Girvan, Secretary

STATE OF UTAH          )
                        :  ss.
COUNTY OF SALT LAKE    )

    The foregoing instrument was acknowledged before me this 23rd day of
December, 1998 by Patrick K. Hogle and John S. Girvan, President and
Secretary, respectively, of Twinview, Inc., a Delaware corporation.

                            /s/ Mary Hart
                            NOTARY PUBLIC
                            Residing at Salt Lake County, Ut
                            My Commission Expires: 3-12-01
<Notary Stamp
appears here:
Notary Public
MARY HART
10 East South Temple, Suite 900
Salt Lake City, Utah 84133
My Commission Expires
March 12, 2001
State of Utah>


                           Exhibit 5.1


                    Robert N. Wilkinson, Esq.
                         ATTORNEY AT LAW
                  EAGLE GATE BUILDING SUITE 2002
                       60 EAST SOUTH TEMPLE
                     SALT LAKE  CITY, UTAH  84111
                       TEL. (801) 533-9645
                        FAX (801) 220-0625


December 23, 1999

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

    Re:   Registration and Issuance of Twinview, Inc.
          Common Stock

Gentlemen:

     I have acted as counsel to Twinview, Inc. (the "Company") in providing
this opinion with respect to the issuance of One Hundred Fifty Thousand
(150,000) shares minimum and Three Hundred Fifty Thousand (350,000) shares
maximum of the Company's common stock (the "Shares") pursuant to the terms and
conditions of the Company's Registration Statement on Form SB-2 (the
"Registration Statement").

     In connection with this representation, I have examined the original, or
copies identified to my satisfaction, of such minutes, agreements, corporate
records and filings and other documents necessary to my opinion contained in
this letter.  I have also relied as to certain matters of fact upon
representations made to me by officers and agents of the Company.  Based upon
and in reliance on the foregoing, it is my opinion that:

     1.  The Company has been duly incorporated and is validly existing and in
good standing as a corporation under the laws of the State of Delaware.

     2.   The Shares will be, when issued in accordance with the Company's
Registration Statement and the related Prospectus, duly and validly issued and
fully paid and non-assessable under the General Corporation Law of Delaware;
and the shareholders of the Company have no preemptive rights to acquire
additional shares of the Company's common stock in respect to the Shares.

    Sincerely yours,

    /s/ Robert N. Wilkinson

    Robert N. Wilkinson


                           Exhibit 23.1


                    Robert N. Wilkinson, Esq.
                       ATTORNEY   AT   LAW
                 EAGLE GATE BUILDING  SUITE 2002
                       60 EAST SOUTH TEMPLE
                    SALT LAKE  CITY,   UTAH  84111
                       TEL. (801) 533-9645
                        FAX (801) 220-0625




December 23, 1999

Twinview, Inc.
573 East 300 South
Salt Lake City, Utah  84102

Gentlemen:

     I have acted as counsel to Twinview, Inc. (the "Company"), in connection
with a review of the Company's Registration Statement on Form SB-2.

     I hereby consent to the use of my name in the Prospectus forming a part
of the Registration Statement to which this letter is attached as an exhibit,
and therein being disclosed as counsel to the Company in rendering an opinion
concerning the legality of the issuance of the securities covered by the
Registration Statement.

     Sincerely yours,

      /s/ Robert N. Wilkinson

     Robert N. Wilkinson



                   JONES, JENSEN & COMPANY, LLC
           Certified Public Accountants and Consultants
                 50 South Main Street, Suite 1450
                    Salt Lake City, Utah 84144
                     Telephone (801) 328-4408
                     Facsimile (801) 328-4461


                 CONSENT OF INDEPENDENT AUDITORS
                 -------------------------------
Board of Directors
Twinview, Inc.
Salt Lake City, Utah

We hereby consent to the use in this Registration Statement of Twinview, Inc.
on Form SB-2 of our report dated September 27, 1999 of Twinview, Inc. for the
eight months ended August 31, 1999, which are part of this Registration
Statement, and to all references to our firm included in this Registration
Statement.

/s/ Jones, Jensen & Company

Jones, Jensen & Company
Salt Lake City, Utah
December 22, 1999



<TABLE> <S> <C>

<ARTICLE> 5

<S>                             <C>                     <C>
<PERIOD-TYPE>                   8-MOS                   OTHER
<FISCAL-YEAR-END>                          DEC-31-1999             DEC-31-1998
<PERIOD-START>                             JAN-01-1999             NOV-05-1998
<PERIOD-END>                               AUG-31-1999             DEC-31-1998
<CASH>                                         172,274                   3,076
<SECURITIES>                                         0                       0
<RECEIVABLES>                                        0                       0
<ALLOWANCES>                                         0                       0
<INVENTORY>                                          0                       0
<CURRENT-ASSETS>                               172,274                   3,076
<PP&E>                                          19,103                  19,103
<DEPRECIATION>                                       0                       0
<TOTAL-ASSETS>                                 191,377                  32,409
<CURRENT-LIABILITIES>                              538                  12,260
<BONDS>                                              0                       0
                                0                       0
                                         28                       0
<COMMON>                                            38                      38
<OTHER-SE>                                     190,773                  20,111
<TOTAL-LIABILITY-AND-EQUITY>                   191,377                  32,409
<SALES>                                              0                       0
<TOTAL-REVENUES>                                     0                       0
<CGS>                                                0                       0
<TOTAL-COSTS>                                   21,982                   6,478
<OTHER-EXPENSES>                                     0                       0
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                                   0                       0
<INCOME-PRETAX>                               (21,982)                 (6,478)
<INCOME-TAX>                                         0                       0
<INCOME-CONTINUING>                           (21,982)                 (6,478)
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                  (21,982)                 (6,478)
<EPS-BASIC>                                     (0.06)                  (0.02)
<EPS-DILUTED>                                        0                       0


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