As filed with the Securities and Exchange Commission on
March 17, 2000
SEC Registration No. 333-93535
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO.1 TO
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 (Primary Standard Industrial (IRS Employer
Jurisdiction Classification Code Number) Identification
of Incorporation) 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. /__/
<PAGE>
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
-------------------------------
Title of
Each Class Proposed
of Proposed Maximum
Securities Amount to Offering Aggregate Amount of
to be be Price per Offering Registra-
Registered Registered Share Price tion Fee
- -----------------------------------------------------------------------------
Common 350,000 $1.00 per $350,000 $ 92.40
Stock, shares share
$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 OTC bulletin
board, and we are pursuing an application for that purpose.
Investing in our common stock involves risks which are described in
the "Risk factors" section beginning on page 2 of this prospectus.</R.
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.
Our officers and directors will use their best efforts to sell the
shares . 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 of $150,000 have not been
received from the sale of the shares within 90 days from the date of this
prospectus, unless extended by us for up to an additional 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
Initial losses from operations may
Require us to seek additional capital
Risks related to our business
We need to hire experienced managers
to assist the business
We will compete against financially
stronger more experienced companies
We may not be able to develop awareness
of our brand name which will be
important to our success
Our directors will only devote part
time efforts to this business due to
other business interests they have
The local economy may adversely affect
our business
Risks related to this offering, our stock
price and corporate control
We may use the proceeds of this offering
in ways which do not increase revenues
Our stock was determined arbitrarily
and may be different than any fluctuating
market prices
Future sales of our common stock after
this offering may negatively affect
i
<PAGE>
our stock price
Our 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 in the value of your investment
No assurance of completion of offering
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
Business
Management
Executive compensation
Certain relationships and related party
transactions
Security ownership of management and principal
Shareholders
Management's discussion and analysis or plan
of operations
Terms of offering and plan of distribution
Description of securities
Legal proceedings
Transfer agent
Experts
Financial statements
ii
<PAGE>
Prospectus summary
You should read the entire prospectus carefully, especially the risks of
purchasing our common stock discussed under "Risk factors."
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
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 800,000 shares minimum
after the offering: 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.
The information described above is based on the shares outstanding as of
February 29, 2000. 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.
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.
-1-
<PAGE>
References in this prospectus to "we," "our" and "us" refer to Twinview,
Inc.
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 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. 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
-2-
<PAGE>
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
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.
Initial losses from operations may require us to seek additional
capital
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.
-3-
<PAGE>
Risks related to our business
We need to hire experienced managers to assist the 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
believe that having experienced managers will assist the business in running
more efficiently and in attracting and retaining customers. 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 will compete against financially stronger more experienced
companies
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 which will
be important to our success
If we fail to successfully promote and develop an awareness of
our Twinview brand name, 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 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.
Our directors and officers will only devote part time efforts to this
business due to other business interests they have
The amount of time which our officers and directors will devote to
our business will be limited. Our directors and officers also serve as
officers, directors, controlling shareholders and/or partners of other
entities engaged in a
-4-
<PAGE>
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. It is not
anticipated that any of such other business interests will be ones that are,
or will be, in competition with us.
The local economy may adversely 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 may adversely affect
our business, one of which involves general economic effects of the normal
business cycle of growth followed by recession.
Risks related to this offering, our stock price and corporate
control
We may use the proceeds of this offering in ways which do not
increase revenues
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 was determined arbitrarily and may be different than
any fluctuating market prices
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. It bears no relationship to our assets,
shareholders' value or any other recognized criteria of value, and should not
be considered to be an indication of our actual value . 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
-5-
<PAGE>
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 according to Rule 144
under the Securities Act, subject to the applicable conditions of Rule
144.
Our officers, directors and existing stockholders, whose interests
may differ from other stockholders, will have the ability to exercise
significant control over us
Our 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
-6-
<PAGE>
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 Twinview, Inc. The interests of
these stockholders may differ from the interests of our other stockholders.
You will suffer immediate and substantial dilution in 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.
No assurance of completion of offering
The officers and directors will use their best efforts to sell the
shares. 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 90 days of the date of this prospectus, which time period may be
extended for up to an additional 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 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.
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 to counter fraudulent practices
common in penny stock transactions. Under Rule 3a51-1 of the Exchange
Act a security will be defined as a "penny stock" unless it is:
-7-
<PAGE>
- listed on approved national securities exchanges;
- a security registered or approved for registration and traded on a
national securities exchange that meets specific guidelines, where the
trade is effected through the facilities of that national exchange;
- a security listed on NASDAQ;
- security of an issuer that meets minimum financial requirements; or
- 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 penny stock rules adopted by the Securities and
Exchange Commission. 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 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.
Under the Penny Stock Reform 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. Subsequent to the transaction, the broker
will be required to deliver monthly or quarterly statements
-8-
<PAGE>
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 any secondary market.
(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 any secondary market.
Forward-looking statements
Many statements made in this prospectus under the captions "Prospectus
summary ," "Risk factors ," "Management's discussion and
analysis or plan of operations">/R>,
"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 December 31, 1999:
-9-
<PAGE>
Shares owned Total consideration Average
--------------------- -------------------- price per
Number % Amount % share
---------- ---------- ----------- --------- ----------
Present
shareholders
Minimum offering 650,000 81.25% $232,853 60.82% $ .36
Maximum offering 650,000 65.00% $232,853 39.95% $ .36
New investors
Minimum offering 150,000 18.75% $150,000 39.18% $1.00
Maximum offering 350,000 35.00% $350,000 60.05% $1.00
_______________
The table appearing above has been prepared assuming that none of the
present shareholders purchases additional shares in this offering. It assumes
that all outstanding shares of Series A preferred stock are
converted to shares of common stock on a 1 for 1 share basis, and it
includes $19,103 cost of architectural plans contributed by initial
shareholders.
Our pro forma net tangible book value as of December 31, 1999 was
$172,740 or approximately $0.266 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 offering of 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 December 31, 1999 would have been
approximately $293,740 or approximately $0.367 per share of
common stock. This represents an immediate increase in pro forma net tangible
book value of approximately $0.101 per share to existing shareholders and an
immediate dilution of approximately $0.633 per share to new investors
in this offering.
-10-
<PAGE>
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
December 31, 1999 would have been approximately $481,740 or
approximately $0.482 per share of common stock. This represents an
immediate increase in pro forma net tangible book value of approximately
$0.216 per share to existing shareholders and an immediate dilution of
approximately $0.518 per share to new investors in this offering. The
following table illustrates the dilution per share to new investors as of
December 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
December 31 , 1999 $0.266 $0.266
Pro-forma net tangible book
value increase per share
attributable to new shareholders $0.101 $0.216
As adjusted net tangible book value per
share after offering $0.367 $0.482
Dilution per share to new shareholders $0.633 $0.518
______________________
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.
-11-
<PAGE>
The first $70,000 will be used in addition to approximately
$150,000 of the 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
_____________________________________________________________________________
Construction of $ 20,000 $ 20,000
building
Acquire lease and $ 50,000 $ 50,000
purchase equipment
and personal
property
Sales and $ 5,000 $ 5,000
marketing expenses
Rent $ 12,000 $ 12,000
Inventory $ 10,000 $ 10,000
Employee
compensation $ 14,000 $ 14,000
Working capital
reserve $ 10,000 $198,000
Total $121,000 $309,000
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, most of which will be paid from existing funds.
The working capital reserve may be used for general corporate purposes
to operate, manage and maintain the specialty coffee store. 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.
-12-
<PAGE>
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.
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 December
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:
-13-
<PAGE>
As of After After
December 31, minimum maximum
1999 offering offering
------------- ---------- ---------
Debt: $ 4,562 $ 4,562 $ 4,562
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 $ (46,559) $ (75,493) $(87,493)
the Development Stage
- -Total Shareholder's Equity $ 172,740 $ 293,740 $481,740
---------- ---------- ---------
Total Capitalization $ 191,377 $ 312,377 $500,377
========== ========== =========
Business
Introduction
We are a newly formed, developmental stage company, and we have not yet
engaged in our proposed business. Although our
-14-
<PAGE
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 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.
Twinview, Inc.; its history and organization
Twinview, Inc. was incorporated in the State of Delaware on November 5,
1998. We intend 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. Cafe Detour, L.L.C. has not yet commenced principal business
operations.
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. After this
offering has been completed, we believe it will take approximately one or two
months to complete site selection and obtain a lease, and another
approximately four to six months to complete construction and furnishing of
our proposed store and to hire and train employees before the store will begin
its operations.
We have had a reputable architectural firm design, draft and
complete detailed working drawings or 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.
The architectural firm was selected for its experience in designing
some of the recently completed retail coffee stores with which we must
compete. It recently designed, submitted and received approval of four
Starbucks(R) 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
-15-
<PAGE>
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
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 Twinview, Inc. have substantial
business contacts in the greater Salt Lake City area and believe that this
will aid us in our business efforts .
Critical site location
-16-
<PAGE>
We believe the location selected 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 competitively priced delicious, quality 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.
Traffic flow
We are most interested in traffic flowing into Salt Lake City's core
downtown business area on or near major arterial highways from the east side,
northeast and southeast neighborhoods in the morning during the business week.
There are a number of major arterial highways which pass through the site area
targeted by Twinview, Inc. which serve these neighborhoods. 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
-17-
<PAGE>
in the three regional areas mentioned above. This is the demographic group
which we are targeting.
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.
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. Retail business
from both pedestrians
-18-
<PAGE>
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.
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 lease discussions
with the owner of one possible 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.
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
-19-
<PAGE>
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.
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 experienced and competent labor to fill required positions at
appropriate wage and expense levels.
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. 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.
-20-
<PAGE>
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.
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 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 which
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
-21-
<PAGE>
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.
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.
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
-22-
<PAGE>
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
We intend to initially offer a coffee punch card to customers.
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.
The card is punched each time a minimum required purchase is made.
When the customer's punch card has been punched the required number of times,
the customer is entitled to one unit of representative product free of charge,
and offered another punch card. This is a price discount on a volume basis,
and we believe it is effective in returning customers to the establishment
that originally issued the card.
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
-23-
<PAGE>
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 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.
Competition
Competition in the specialty coffee industry within the Salt Lake
City area is intense. All of our present competitors are
-24-
<PAGE>
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 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 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(R)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(R) Coffee Company
Incorporated 4 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
-25-
<PAGE>
successfully. We intend to compete on the basis of price quality of
products, and product mix, as well as by using a drive-through design which
saves customers time. However there is no guarantee or assurance we will be
able to successfully compete or survive financially given the competition that
exists, in the specialty coffee retail environment within the Salt Lake City
area.
Management
All officers of Twinview, Inc. 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 expected to make any significant
contribution to the business of Twinview, Inc. other than the current officers
and directors.
The officers and directors of Twinview, Inc. 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.
Following the completion of this offering Mr. Girvan intends to
devote substantially full time efforts to Twinview, Inc. through the
construction phase and through approximately the first six months of the
store's operations. He anticipates that he will then reduce his time
commitment to Twinview, Inc. to approximately 20 hours per week. Mr. Hogle
intends to devote approximately 25-30 hours per week to Twinview, Inc. during
the construction phase and through the first six month's of the store's
operations. He anticipates that his time commitment to Twinview, Inc. will
then decrease to approximately 20 hours per week. In the event that our
business is successful and we are able to increase the number of our store
locations, then Messrs. Hogle and Girvan may increase their respective time
commitments to Twinview, Inc.
Patrick K. Hogle - President, and Director. Mr. Patrick K. Hogle,
age 38, has served as the president and as a director of Twinview, Inc.
since its inception in November 1998. Mr. Hogle
-26-
<PAGE>
has served as Vice President and a director of Electro Brain International
Corp., a publicly held video game publisher, since March 1990. Mr. Hogle has
been a co-manager and co-owner of JHCRPN, LLC, a privately held limited
liability company actively involved in the brine shrimp egg industry 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 Twinview, Inc.
since its inception in November 1998. Since approximately January 1995,
Mr. Girvan has been a co-manager and co-owner of JHCRPN, LLC, a privately held
limited liability company actively involved in the brine shrimp egg industry.
Between 1973 and 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. 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 officers or directors
have received any cash compensation from Twinview, Inc. , except:
- through the payment of rent as described in the "Certain
relationships and related party transactions" section of this prospectus;
- Mr. Girvan has received approximately $3,500 for past services;
and
- 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 Twinview, Inc., they will
be compensated at a fair, equitable and competitive hourly rate. If and
when the officers and directors
-27-
<PAGE>
ever become full-time employees of Twinview, Inc. , 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 officers or directors . None of our
officers or directors 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 officers or directors, and we 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
Twinview, Inc. Our office consists of one room with approximately 120
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 Twinview, Inc.
Purchase of common stock
The architectural plans for the proposed building were acquired from our
four principal shareholders at their actual cost. Mr. Hogle is the
general partner and primary owner of Buckaroo, Ltd. Mr. Girvan is the general
partner and primary owner of JGPG Ltd. The four principal shareholders of
Twinview,
-28-
<PAGE>
Inc. each acquired 93,750 shares of common stock. Together they contributed
architectural plans which cost $19,103 and a total of $7,500 cash to Twinview,
Inc. for their shares of common stock.
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 Twinview, Inc. 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
Twinview, Inc. shall not pursue the corporate opportunity.
Security ownership of management
and principal shareholders
As of February 29, 2000 there were 375,000 shares of
Twinview, Inc.'s common stock issued and outstanding and 275,000 shares of
Twinview, Inc.'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 February 29, 2000 , the common stock ownership of each person known
by us to be the beneficial owner of 5% or more of Twinview,
Inc.'s common stock. It also sets forth, as of February 29, 2000 ,
the common stock ownership of each director and executive officer of
Twinview, Inc. , and all of our officers and directors as a group.
Each person has sole voting and investment power with respect to the shares
shown.
-29-
<PAGE>
Percentage of outstanding shares
of common stock
After After
No. of Before minimum maximum
shares offering offering offering
_____________________________________________________________________________
Buckaroo, Ltd. 93,750 14.4% 11.7% 9.4%
220 Kearns Bldg
Salt Lake City,
Utah 84101
JGPG Ltd. 93,750 14.4% 11.7% 9.4%
1494 E. 3350 So.
Salt Lake City,
Utah 84106
Claire A. Singleton 111,750 17.2% 14.0% 11.2%
573 E. 300 South
Salt Lake City,
Utah 84102
RP II, Ltd. 107,750 16.6% 13.5% 10.8%
573 E. 300 South
Salt Lake City,
Utah 84102
The 2 officers 187,500 28.8% 23.4% 18.8%
and directors
as a group
The table assumes that all shares of Series A preferred stock that
have been sold by Twinview, Inc. have been converted to shares of common stock
on a 1 for 1 share basis. In the event Twinview, Inc. 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.
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.
-30-
<PAGE>
JGPG Ltd. is a Utah partnership principally owned by John S. Girvan who
is the general partner, and his son Peter Girvan.
Claire A. Singleton is the mother of Ronald A. Johnson. Mr. Johnson is
the general partner and a principal partner of RP II, Ltd.
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 in compliance
with the requirements of Rule 144, 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 Twinview, Inc.'s securities, known to
us , which may at a subsequent date result in a change of control of
Twinview, Inc.
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 60 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
Twinview, Inc. , 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
-31-
<PAGE>
develop the associated site location of our proposed retail drive-through
coffee store per our architectural plans. Twinview, Inc. 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 12 months, our plan of operation consists of the
following:
- Attempt to raise $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 Twinview,
Inc. being able to raise $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.
-32-
<PAGE>
Management's discussion and analysis of financial condition and results of
operation
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 our liquid resources are sufficient to pay all of the
costs of this offering and to pay for most, 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 forms 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.
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.
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
Twinview, Inc. 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.
Together with existing funds, the net proceeds from the sale of the
minimum offering as outlined within this prospectus, we believe we will have
sufficient working capital to meet anticipated capital needs for the next 12
months. After that, additional funds will need to be generated either
from internal operations or obtained from equity or debt financing, for which
we have no commitments.
-33-
<PAGE>
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 Twinview, Inc.'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
-34-
<PAGE>
other than a general business license and public health certificate for food
handling which we will obtain. We intend to apply for a general business
license once this offering is complete, and we intend to apply for a public
health certificate for food handling prior to opening the store for business.
Both types of applications are routinely approved.
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 revenue fluctuations, business
interruptions or unplanned for costs associated with events outside our
control.
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.
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
-35-
<PAGE>
customers, changes in governmental regulations, market demand for our proposed
products and services, the ability to develop and maintain helpful
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
From inception through December 31, 1999, we have incurred a net
loss from operations of approximately $46,559.00.
Terms of offering and plan of distribution
Selling the shares of the offering
Twinview, Inc. will sell shares of its common stock according to this
prospectus directly to any and all suitable investors in approved states in
which these securities are registered or are exempt from registration. This
is a self-underwritten offering. Our officers and directors will sell the
shares. They will not receive commissions or other offering remuneration
of any kind for selling shares in this offering. It is anticipated 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 participating registered broker-dealers or registered
sales agents commissions of up to 6% of the offering price of shares actually
sold by them. The agency agreement will likely include provisions for mutual
indemnification against some civil liabilities, including
-36
<PAGE>
liabilities arising under the Securities Act of 1933, as amended. Insofar as
indemnification for liability arising under the Securities Act of 1933 may be
permitted to our directors, officers and controlling persons according
to the provisions described above , 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,
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.
Our officers and directors will use their best efforts to sell the
shares. No one has committed to purchase or take down any of the shares
offered. In the event that the minimum number of 150,000 shares
having a gross subscription price of $150,000 are not sold within 90 days from
the date of this prospectus, unless extended by us for up to an additional 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 120 days.
In order to purchase shares in this offering, you must subscribe to
purchase a minimum of at least 100 shares. No maximum purchase amount has
been set by us.
The shares are offered subject to prior sale, when, as, and if
delivered to and accepted by us, and subject to approval of some 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.
-37-
<PAGE>
The offering price was arbitrarily determined; no public market</R.
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 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
-38-
<PAGE>
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. 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 according to this
prospectus, not to exceed 33% of the shares sold in this offering. They may
purchase shares in order to satisfy the 150,000 share minimum, provided that
their combined purchases do not exceed 33% of the shares sold. 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.
Purchases of shares by officers and directors will result in
management increasing its control of Twinview, Inc. 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.
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.
-39-
<PAGE>
Common stock
Upon liquidation, dissolution or winding up of Twinview, Inc. ,
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 for that purpose 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.
We presently have a total of 375,000 shares of our common stock
issued and outstanding which are held by 4 shareholders.
Preferred stock
Twinview, Inc. 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. Twinview, Inc. has no
present plans to issue blank check preferred stock.
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. These shares are held by 23 shareholders.
Unless the nature of a particular transaction and applicable statutes
require such approval, the board of directors has the
-40-
<PAGE>
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 Twinview, Inc. 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.
No cash dividends shall be paid on the Series A preferred stock. In
the event of any liquidation, dissolution or winding up of Twinview, Inc.,
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 Twinview, Inc. 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 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 75% of the shares surrendered for
-41-
<PAGE>
voluntary conversion by any stockholder, the stockholder may object by sending
written notice of objection to us within 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 75% of the amount surrendered for conversion. We must pay
the cash redemption price, out of funds legally available for that
purpose, to the holder within 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 for that purpose ;
provided, that if we elect to redeem more than 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 10 days following
the holder's receipt of our notice of redemption.
Should the stockholder properly object, we will only be permitted
to redeem a maximum of 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, as 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 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:
-42-
<PAGE>
- pay or declare dividends or distributions on shares of common stock;
- authorize, by amendment to our 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;
- 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 ;
- 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 ;
- consent to any dissolution, liquidation or winding up of Twinview,
Inc. , 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.
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 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, 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. These shares shall also be restricted.
They may not be sold without first being registered under federal and/or state
securities laws, unless sold according to an exemption from the Securities Act
of 1933 and any such state securities laws. A notation will
-43-
<PAGE>
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.
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 minimum one year holding period requirement of
Rule 144(d) . Resales of shares of 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
afterwards to convert such shares of Series A preferred
stock into the same kind and amount of shares of stock and other
securities and property he would have received had he converted the Series
A preferred shares 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. 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 for our common stock.
Other provisions
The shares of common stock offered by this prospectus when issued, will be
duly and validly issued, fully paid and nonassessable.
-44
<PAGE>
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 Twinview, Inc. , 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
Twinview, Inc. 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 December 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 audited balance
sheets as of December 31,
1999 and December 31, 1998, and audited
related statements of operations, stockholders' equity and cash flows from
inception on November 5, 1998 through December 31, 1999 and
accompanying foot notes appear on the following pages.
45
<PAGE>
TWINVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999
<PAGE> 46
C O N T E N T S
Independent Auditors' Report.............................................. 3
Consolidated Balance Sheet................................................ 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> 47
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 sheet of Twinview, Inc.
and Subsidiary (a development stage company) (the Company) as of December 31,
1999 and the related consolidated statements of operations, stockholders'
equity and cash flows for the year ended December 31, 1999, from inception on
November 5, 1998 through December 31, 1998 and cumulative from inception on
November 5, 1998 through December 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 audit 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 December 31, 1999 and
the consolidated results of their operations and their cash flows for the year
ended December 31, 1999, from inception on November 5, 1998 through December
31, 1998 and cumulative from inception on November 5, 1998 through December
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
March 13, 2000
F-3
<PAGE> 48
TWINVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Balance Sheet
ASSETS
December 31,
1999
--------------
CURRENT ASSETS
Cash $ 158,199
--------------
Total Current Assets 158,199
--------------
FIXED ASSETS (Note 4) 19,127
--------------
TOTAL ASSETS $ 177,326
==============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 4,562
--------------
Total Current Liabilities 4,562
--------------
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
Additional paid-in capital 219,233
Deficit accumulated during the development stage (46,535)
--------------
Total Stockholders' Equity 172,764
--------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 177,326
==============
The accompanying notes are an integral part of these consolidated
financial statements.
F-4
<PAGE> 49
TWINVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Operations
Cumulative
From From
Inception on Inception on
For the November 5, November 5,
Year Ended 1998 Through 1998 Through
December 31, December 31, December 31,
1999 1998 1999
------------- ------------- ------------
REVENUE $ - $ - $ -
------------- ------------- ------------
EXPENSES
General and administrative 41,057 6,478 47,535
------------- ------------- ------------
Total Expenses 41,057 6,478 47,535
------------- ------------- ------------
OTHER INCOME
Interest income 1,000 - 1,000
------------- ------------- ------------
Total Other Income 1,000 - 1,000
------------- ------------- ------------
NET LOSS $ (40,057) $ (6,478) $ (46,535)
============= ============= ============
BASIC LOSS PER SHARE $ (0.11) $ (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.
F-5
<PAGE> 50
TWINVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity
From Inception on November 5, 1998 through December 31, 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Preferred Stock Common Stock Paid-In Development
Shares Amount 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 year ended
December 31, 1999 - - - - - (40,057)
---------- ---------- ---------- ---------- ---------- -----------
Balance, December 31, 1999 275,000 $ 28 375,000 $ 38 $ 219,233 $ (46,535)
========== ========== ========== ========== ========== ===========
The accompanying notes are an integral part of these consolidated financial statements.
F-6
</TABLE>
<PAGE> 51
TWINVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Cumulative
From From
Inception on Inception on
For the November 5, November 5,
Year Ended 1998 Through 1998 Through
December 31, December 31, December 31,
1999 1998 1999
------------- ------------- ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (40,057) $ (6,478) $ (46,535)
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable (7,722) 12,284 4,562
------------- ------------- ------------
Net Cash Provided (Used) by
Operating Activities (47,779) 5,806 (41,973)
------------- ------------- ------------
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 155,123 3,076 158,199
CASH AND CASH EQUIVALENTS AT BEGINNING
OF YEAR 3,076 - -
------------- ------------- ------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 158,199 $ 3,076 $ 158,199
============= ============= ============
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.
F-7
</TABLE>
<PAGE> 52
TWINVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 1999
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. Collectively, they are
referred herein as "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.
As of December 31, 1999, Cafe' Detour, L.L.C. had not commenced operations.
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 December 31, 1999, the Company had net operating loss carryforwards of
approximately $46,000 that may be offset against future taxable income through
2015. 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.
<PAGE> 53
TWINVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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.
For the Year Ended
December 31, 1999
--------------------------------------
Loss Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ------------
$ (40,057) 375,000 $ (0.11)
=========== ============= ============
From Inception on
November 5, 1998 Through
December 31, 1999
---------------------------------------
Loss Shares Per Share
(Numerator) (Denominator) Amount
------------ -------------- -----------
$ (6,478) 375,000 $ (0.02)
============ ============== ===========
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.
g. Revenue Recognition
The Company currently has no source of revenues. Revenue recognition policies
will be determined when principal operations begin.
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.
<PAGE> 54
TWINVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 1999
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.
NOTE 6 - RELATED PARTY TRANSACTIONS
During the year ended December 31, 1999, the Company paid $27,302 as
consideration for consulting services rendered by related parties.
<PAGE> 55
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 stated below of
the common stock , $.0001 par value of Twinview, Inc., such purchase
being made in accordance with the terms and conditions of the prospectus,
dated ___________, 2000 according to which the shares have been offered to the
undersigned. This subscription may be accepted or rejected in whole or in
part by Twinview, Inc. We have the right, exercisable in our sole and
absolute discretion, to accept subscriptions in any order we may
determine.
2. REPRESENTATIONS BY UNDERSIGNED. The undersigned represents and
warrants the following to be true and correct:
(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 Twinview, Inc. 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;
<PAGE> 56
(f) all of the representations of the undersigned herein are true
and accurate, and that Twinview, Inc. and the officers and directors of
Twinview, Inc. 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 Twinview, Inc. to make such instrument
or payment payable to Twinview, Inc. The undersigned hereby authorizes and
directs the officers and directors of Twinview, Inc. to deliver this
subscription agreement to Twinview, Inc. and pay the funds delivered herewith
to Twinview, Inc., 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 Twinview, Inc. If the
undersigned's subscription is rejected in part, the funds delivered herewith
will, 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 Twinview, Inc. immediately if any of the statements described above
made herein shall become untrue. Until such notification is given, Twinview,
Inc. and its 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 Twinview, Inc.'s records as follows:
Name:
______________________________________________________________________
Name:
______________________________________________________________________
6. SUBSCRIPTION QUANTITY. The undersigned does hereby subscribe for
_________________________________________ shares of Twinview, Inc.'s common
stock at a price of $1.00 per Share, for a total subscription
price of $____________________________________ , which amount is enclosed.
<PAGE> 57
IN WITNESS WHEREOF, the undersigned has executed this
subscription agreement .
_____________________________________ __________________________________
Name of Subscriber Social Security or Tax I.D. Number
_____________________________________ __________________________________
Name of Additional Social Security or Tax I.D.
Subscribed Number of Additional Subscriber
(if more than one)
_____________________________________ ________________________________
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
and Area Code Code
Form of Ownership:
(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> 58
EXHIBIT B
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> 59
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> 60
(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> 61
(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> 62
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> 63
(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> 64
(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> 65
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>
<PAGE> 66
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
the shares in any jurisdiction to any person to whom it is unlawful to make
such an 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
-67-
<PAGE>
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
Twinview, Inc. 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 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
-68-
<PAGE>
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 may be permitted to directors, officers, or
persons controlling the registrant according to the provisions
described above, the registrant</R. 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, 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 according 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.
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 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
-69-
<PAGE>
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 .
------------------------------
Twinview, Inc. engaged in two offerings of securities prior to filing this
registration statement. The first offering involved the sale of 375,000
shares of common stock in connection with the organization of Twinview, Inc.
These shares were sold to the following persons :
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 architectural plans to Twinview,
Inc. as consideration for their shares of common stock in
Twinview, Inc .
(2) RP II, Ltd. contributed a 31.81% interest in architectural plans to
Twinview, Inc. as consideration for its shares of common stock in
Twinview, Inc.
In the first offering, Twinview, Inc. sold shares to persons who are
accredited investors.
In Twinview, Inc.'s second offering, Twinview, Inc. sold 275,000 shares of
its Series A preferred stock to a total of 23 persons who paid $0.75 per
share, or $206,250 total, in cash to Twinview, Inc.
With respect to the sales made in the Series A preferred stock private
placement, Twinview, Inc. relied on Rule 506 of Federal Regulation D.
No advertising or general solicitation was employed
-70-
<PAGE>
in offering the shares. The securities were sold to 18 accredited
investors and 5 non-accredited investors. All non-accredited investors who
purchased in the offering are sophisticated investors. Both accredited and
non-accredited investors received a copy of Twinview, Inc.'s detailed private
placement memorandum dated December 22, 1998. The securities were offered for
investment purposes only and not for the purpose of resale or distribution,
and the transfer thereof was appropriately restricted by Twinview, Inc.
Item 16. Exhibits and financial statement schedules.
---------------------------------------------
(a) The following exhibits are filed as part of this Registration Statement
according to Item 601 of the Regulation S-B:
Exhibit No. Title
- ----------- -----
1.1 Proceeds escrow agreement
1.2 Subscription agreement
3.1 Certificate of incorporation
3.2 By-laws
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
27.1 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
Twinview, Inc. according to the provisions described above, or otherwise,
Twinview, Inc. 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, unenforceable. In the event that a claim for
indemnification against such liabilities, other than the payment by Twinview,
Inc. of expenses incurred or paid by a director, officer or controlling person
of Twinview, Inc. in the successful defense of any action, suit or proceeding,
is asserted by such director, officer or controlling person in connection
-71-
<PAGE>
with the securities being registered, Twinview, Inc. 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.
(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.
-72-
<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
Pre-effective Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, in the city of Salt Lake City, State of Utah
on March 9, 2000.
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.
/s/ Patrick K. Hogle
Date: March 9, 2000 ------------------------------
Patrick K. Hogle, President,
Chief Executive Officer and
Director
/s/ John S. Girvan
Date: March 9, 2000 -------------------------------
John S. Girvan, Secretary,
Treasurer, Chief Financial
Officer, Chief Accounting Officer
and Director
-73-
<PAGE>
Exhibit Index
Exhibit No. Title Page
- ---------- ---------- ----
1.1 Proceeds escrow agreement Initial filing
1.2 Subscription agreement 80
3.1 Certificate of incorporation Initial filing
3.2 By-Laws Initial filing
5.1 Opinion of Robert N. Wilkinson,
Esq. regarding legality Initial filing
23.1 Consent of Robert N. Wilkinson, Esq. Initial filing
23.2 Consent of Jones, Jensen & Company 83
27.1 Financial data schedule 84
Subscription Agreement
TWINVIEW, INC.
Common Stock
1. SUBSCRIPTION. Effective the day of , 2000, the
undersigned hereby applies to purchase the number of shares stated below of
the common stock , $.0001 par value of Twinview, Inc., such purchase
being made in accordance with the terms and conditions of the prospectus,
dated ___________, 2000 according to which the shares have been offered to the
undersigned. This subscription may be accepted or rejected in whole or in
part by Twinview, Inc. We have the right, exercisable in our sole and
absolute discretion, to accept subscriptions in any order we may
determine.
2. REPRESENTATIONS BY UNDERSIGNED. The undersigned represents and
warrants the following to be true and correct:
(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 Twinview, Inc. 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;
<PAGE>
(f) all of the representations of the undersigned herein are true
and accurate, and that Twinview, Inc. and the officers and directors of
Twinview, Inc. 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 Twinview, Inc. to make such instrument
or payment payable to Twinview, Inc. The undersigned hereby authorizes and
directs the officers and directors of Twinview, Inc. to deliver this
subscription agreement to Twinview, Inc. and pay the funds delivered herewith
to Twinview, Inc., 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 Twinview, Inc. If the
undersigned's subscription is rejected in part, the funds delivered herewith
will, 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 Twinview, Inc. immediately if any of the statements described above
made herein shall become untrue. Until such notification is given, Twinview,
Inc. and its 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 Twinview, Inc.'s records as follows:
Name:
______________________________________________________________________
Name:
______________________________________________________________________
6. SUBSCRIPTION QUANTITY. The undersigned does hereby subscribe for
_________________________________________ shares of Twinview, Inc.'s common
stock at a price of $1.00 per Share, for a total subscription
price of $____________________________________ , which amount is enclosed.
IN WITNESS WHEREOF, the undersigned has executed this
subscription agreement .
_____________________________________ __________________________________
Name of Subscriber Social Security or Tax I.D. Number
_____________________________________ __________________________________
Name of Additional Social Security or Tax I.D.
Subscribed Number of Additional Subscriber
(if more than one)
_____________________________________ ________________________________
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
and Area Code Code
Form of Ownership:
(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
__________________________________ ______________________________
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 84102
We hereby consent to the use in this Amendment No. 1 to the Registration
Statement of Twinview, Inc. on Form SB-2, of our report dated March 13, 2000
of Twinview, Inc. for the year ended December 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
March 16, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 158,199
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 158,199
<PP&E> 19,127
<DEPRECIATION> 0
<TOTAL-ASSETS> 177,326
<CURRENT-LIABILITIES> 4,562
<BONDS> 0
0
28
<COMMON> 38
<OTHER-SE> 172,698
<TOTAL-LIABILITY-AND-EQUITY> 177,326
<SALES> 0
<TOTAL-REVENUES> 1,000
<CGS> 0
<TOTAL-COSTS> 41,057
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (40,057)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (40,057)
<EPS-BASIC> (0.11)
<EPS-DILUTED> (0.11)
</TABLE>
