TWINVIEW INC
SB-2/A, 2000-05-04
EATING PLACES
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                      As filed with the Securities and Exchange Commission on
                                                             May 4, 2000
                                              SEC Registration No. 333-93535



                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                      PRE-EFFECTIVE AMENDMENT NO. 2 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 intend to apply for a listing on the OTC bulletin board.

     Investing in our common stock involves risks which are described in the
"Risk factors" section beginning on page 2 of this prospectus.

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

         The shares are being sold by our officers and directors in a
self-underwritten offering with a minimum offering amount of 150,000 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.  To
purchase shares in this offering, you must purchase at least 100 shares.  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


                                      i
<PAGE>

                              Table of Contents
                              ------------------

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

Prospectus summary ....................................................... 1
Risk factors ............................................................  2
     Risks related to our financial condition............................. 2
          We have no operating history so it will
           be difficult for you to evaluate an
           investment in our common stock................................. 2
          Our independent auditor has expressed
           doubt concerning our ability to
           continue as a going concern.  Unless
           we raise additional capital to
           address this problem we may be unable
           to continue in business........................................ 2
     Risks related to our business........................................ 2
          Our current managers have no experience
           in managing a specialty coffee store
           business.  We need to hire experienced
           managers to assist the business ............................... 2
          Our directors and officers will only devote
           part time efforts to this business due to
           other business interests they have ............................ 3
     Risks related to this offering ...................................... 3
          There is no assurance that the $150,000
           minimum offering amount in this self-
           underwritten offering will be sold.
           Any funds you invest may be unavailable
           for up to 120 days ............................................ 3
Forward-looking statements ............................................... 3
Dilution ................................................................. 4
Use of proceeds .......................................................... 6
Capitalization ............................................................7
Business ................................................................. 9
Management................................................................ 20
Executive compensation ....................................................22
Certain relationships and related party
 transactions............................................................. 22
Security ownership of management and principal
 Shareholders..............................................................24
Management's discussion and analysis or plan
 of operations ........................................................... 26
Terms of offering and plan of distribution ................................31
Description of securities................................................. 34
Legal proceedings .........................................................41
Transfer agent.............................................................42
Experts ...................................................................42


                                      ii
<PAGE>
Financial statements...................................................... 42


                                     iii
<PAGE>

                              Prospectus summary

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;

                          - for purchase of necessary equipment
                            and personal property;

                          - for sales and marketing expenses;

                          - for rent;

                          - for inventory;

                          - for employee compensation;

                          - for possible acquisitions; and

                          - for working capital.

         The information described above is based on the shares outstanding as
of May 2, 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.

                                     -1-
<PAGE>

     Unless otherwise indicated, all information in this prospectus reflects
the conversion of all 275,000 outstanding shares of our Series A preferred
stock into 275,000 shares of our common stock which shall occur on or before
March 22, 2001.

     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.

         Our independent auditor has expressed doubt concerning our ability to
continue as a going concern.  Unless we raise additional capital to address
this problem we may be unable to continue in business.

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

Risks related to our business

         Our current managers have no experience in managing a specialty
coffee store 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

                                     -2-
<PAGE>

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.

         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 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.

    Risks related to this offering

         There is no assurance that the $150,000 minimum offering amount in
this self-underwritten offering will be sold.  Any funds you invest may be
unavailable for up to 120 days.

         The shares are being sold by our officers and directors in a
self-underwritten offering with a minimum offering amount of 150,000 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.  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.

                          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", "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

                                     -3-
<PAGE>

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:

                        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

                                     -4-
<PAGE>

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.


     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         $1.00         $1.00
      per share

Pro forma net tangible book           $0.266        $0.266
     value per share as of
     December 31, 1999

Pro-forma net tangible book           $0.101        $0.216
     value increase per share
     attributable to new
     shareholders

                                     -5-
<PAGE>

As adjusted net tangible book         $0.367        $0.482
     value per share after offering

Dilution per share to new             $0.633        $0.518
     shareholders
______________________

For a description of the conversion rights, redemption rights and liquidation
preference of Series A preferred stock see "Description of securities."

                               Use of proceeds

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

     The first $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                   $ 10,000
marketing expenses

Rent                            $ 12,000                   $ 24,000

Inventory                       $ 10,000                   $ 20,000

Employee
compensation                    $ 20,000                   $ 40,000

    Reserve for                 $     -0-                  $110,000
possible expansion
of the business


                                     -6-
<PAGE>

Working capital
reserve                         $  4,000                   $ 35,000

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.

         In the event the maximum offering amount is raised, funds are
allocated for possible business expansion purposes.  This includes possible
acquisitions of complementary businesses or possibly opening a second
location.  We presently  have no commitments or agreements, and we are not
involved in any negotiations, with respect to any expansion plans or
acquisitions.

         The working capital reserve may be used for general corporate
purposes to operate, manage and maintain the specialty coffee store.

     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 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.

                                     -7-
<PAGE>

                                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:


                                           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
                                        ==========    ========== =========


                                     -8-
<PAGE>

                                   Business

Introduction

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


                                     -9-
<PAGE>

locations.  All of the above locations are operating stores as of the date of
this prospectus.

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

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

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

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

                                     -10-
<PAGE>

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

         We believe the location selected for our drive-through retail coffee
store will be crucial to our success.  Our site selection study was performed
by Mr. John Girvan.  It focused on traffic flow into and out of the Salt Lake
City downtown core area from the east bench, and the northeast and southeast
suburban neighborhoods of residential Salt Lake City.

         We are looking at several site locations which are available for
lease and which meet our search criteria including convenient access from
arterial streets towards the downtown core of Salt Lake City.  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

         Our morning traffic flow target is those vehicles carrying
professional persons residing in the east bench, and the northeast and
southeast suburban areas of Salt Lake City traveling to work in the downtown
area of Salt Lake City.

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.

                                     -11-
<PAGE>

Weekend business

         Through our research and by observing competitors' businesses, we
believe that business during weekend business hours will be fairly constant,
although less than during week days.

         Our proposed site search area enjoys a fairly constant flow of
traffic during weekends. Liberty Park experiences a substantial increase in
use by the members of the Salt Lake City community during weekends and is
within our site search area.  Seasonal trends in park use have a direct effect
on the numbers of community residents using the park, and on potential
customers for our proposed business.  Retail business from both pedestrians
and customers driving to and from Liberty Park  during spring, summer and fall
would presumably be higher than in the winter months.  However, there is no
guarantee of any substantial business coming from patrons of Liberty Park
during any seasonal time of year.

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 location

     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.

                                     -12-
<PAGE>

Construction phase

         After a minimum of $150,000 has been raised in this offering, and
once we have obtained a lease on a suitable location, the construction phase
of our business plan will begin.  This will involve obtaining necessary
governmental approvals for building permits, etc., and building the actual
coffee store building and surrounding improvements.  We have received
estimates to build from reputable and bonded construction firms local to the
Salt Lake City area ranging from approximately $152,000 to $185,000 to
complete our proposed retail drive-through coffee store per architectural
plans submitted to those companies by us.  As we move closer to successful
completion of this offering we plan to select one of the general contracting
firms with which we have received a bid.

     Construction: time to completion

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

                                     -13-
<PAGE>
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.

     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

                                     -14-
<PAGE>

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 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.


                                     -15-
<PAGE>

Marketing

     Customer incentives

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

     Competitive pricing

         Competitive  pricing of our proposed products relative to
competitors' products will be important to our success.  We have observed that
local pricing of related specialty coffee products in the Salt Lake City area
are higher than in the Seattle, Washington area where competition is brisk and
vibrant, and the number of specialty coffee stores is much higher than in the
Salt Lake City area.

         We believe that specialty coffee stores in the Salt Lake City area
are enjoying a higher profit margin on their product offerings than they would
if there were more stores competing, as evidenced in the Seattle area.  We
have no plans to slash prices upon entering the specialty coffee retail
industry in the Salt Lake City area.  However, we believe there is room to
discount prices below that of our competition; at least in the beginning weeks
of our initial debut in the market.  Also, we feel that as more competition
enters the specialty coffee market profit margins may decline.

     Coffee punch card

     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.

                                     -16-
<PAGE>

     Consistent quality products

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

Possible future business expansion

     In the event our initial store is successful, and provided that we are
able to obtain additional required financing, we plan to expand our number of
retail specialty coffee stores in the Greater Salt Lake City area   This may
include expanding into the Interstate 15 corridor area extending northward to
the City of Ogden, Utah and its environs and southward to the city of Spanish
Fork, Utah and its environs, and other potentially suitable locations.

     We believe we can benefit from economies of scale in purchasing products
in volume for multiple store locations while the stores in this described area
would be considered clustered with regard to close 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;


                                     -17-
<PAGE>

     - 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 or debt financing;

     - mergers and/or acquisitions; 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 can be intense. There is
significant competition in the Salt Lake City area, but it is not as intense
as it is in other areas of the country where there are more specialty coffee
stores densely located, and where prices are lower.  All of our present
competitors are established, operating and have loyal clientele returning to
their stores repeatedly to buy their products.  Some of our competitors have a
multiple year operating history and have a distinct competitive advantage over
our planned entry into the specialty retail coffee industry within the Salt
Lake City area.  We will compete directly with companies which have
substantially greater financial resources, experience and more substantial
marketing organizations than we do.

         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

                                     -18-
<PAGE>

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.

     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  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 AREA  WITHIN FIVE
NAME                       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 successfully.  We intend to compete on the basis of
price quality of products, and product mix, as well as by using a
drive-through
                                     -19-
<PAGE>

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 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 other than the current officers and
directors.  We do not have employment agreements with any of our officers or
directors.

         The officers and directors of Twinview 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 following areas:

     - 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

                                     -20-
<PAGE>

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 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.

                                     -21-
<PAGE>

                            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 they will be
compensated at a fair, equitable and competitive hourly rate.  If and when the
officers and directors ever become full-time employees of Twinview 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


                                     -22-
<PAGE>


     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,
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.


                                     -23-
<PAGE>
                       Security ownership of management
                          and principal shareholders

        As of May 2, 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 May 2, 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 May 2, 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.

                                            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

                                     -24-
<PAGE>

     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.

     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 generally provides that beneficial owners of securities
include any person who directly or indirectly 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.


         Any securities not outstanding which are subject to such options,
warrants or conversion privileges exercisable within 60 days are treated as
outstanding for the purpose of computing the percentage of outstanding
securities owned by that person.  But

                                     -25-
<PAGE>

such securities are not treated as outstanding for the purpose of computing
the percentage of the class owned by any other person.

          Management's discussion and analysis or plan of operations

Overview

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

                                     -26-
<PAGE>

also depend on additional factors, some of which are beyond our control.  As
of the date of this prospectus we have no commitments for any portion of this
offering.

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

Management's discussion and analysis of financial condition and results of
operation

    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.


                                     -27-
<PAGE>

     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.

     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.

                                     -28-
<PAGE>

     Gross profits

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

     Federal, state and local regulations

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

                                     -29-
<PAGE>

     Considerations potentially impacting the business

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

         Other considerations that can have a potentially significant impact
on our operations include:

     - inability to attract return customers;

     - changes in governmental regulations;

     - market demand for our proposed products and services;

     - the ability to develop and maintain 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.

                                     -30-
<PAGE>


                  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 with a minimum offering amount of 150,000
shares.  Our officers and directors, John S. Girvan and Patrick K. Hogle will
sell the shares.  They will not receive commissions or other offering
remuneration of any kind for selling shares in this offering.

         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 liabilities arising
under the Securities Act of 1933.

         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.

         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

                                     -31-
<PAGE>

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.

The offering price was arbitrarily determined; no public market

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

         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.  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.

     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.

                                     -32-
<PAGE>


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.

    OTC bulletin board

         We intend to apply to have our shares approved for trading on the OTC
bulletin board.  We have received verbal assurances from Alpine Securities
Corp. of Salt Lake City, Utah that it will act as a market maker in our shares
following this offering.

Dividends

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

How to subscribe

     If you desire to subscribe for shares in this offering, you must complete
a subscription agreement and pay the entire subscription amount in wire
transferred funds, cash, check or money order upon subscribing.  You must
deliver the subscription agreement directly to Mr. Hogle or Mr. Girvan.
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.

                                     -33-
<PAGE>

     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.

Common stock

         Upon liquidation, dissolution or winding up of Twinview, and after
the payment of liabilities and satisfaction of all claims by shareholders of
our preferred stock, our assets 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.

                                     -34-
<PAGE>


     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 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 our 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 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 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
without any further action by shareholders.

                                     -35-
<PAGE>

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, a copy
of which has been filed with the U.S. Securities and Exchange Commission as an
exhibit to our registration statement.  This certificate is referred to in
this prospectus as the "Series A Designation."  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, the
holders of the Series A preferred stock shall be entitled to receive the
amount of $0.75 per share, prior and in preference to any distribution of any
of the assets or surplus funds of Twinview to the holders of the common stock.
The Series A preferred stock liquidation preference amount of $0.75 per share,
will be adjusted proportionately for any stock splits, combinations or similar
events.

         Subject to our right to redeem any outstanding shares of Series A
preferred stock, Series A preferred stockholders shall have the right at any
time prior to March 22, 2001, 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.

         A medallion signature guarantee may be obtained through securities
brokerage firms and some banks.  The company providing the medallion signature
guarantee is supposed to verify that persons endorsing the stock certificate
is the registered owner of the shares represented by the stock certificate.


         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.  We may choose to redeem
any or all of the shares surrendered for conversion at the cash redemption
price of

                                     -36-
<PAGE>

$1.25 per share.  If we elect to redeem more than 75% of the shares
surrendered for 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 properly object, the stockholder will be
allowed to convert all of his or her 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.  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.  The redemption price will be 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.  Each holder of Series A preferred stock shall
be entitled to one vote for each share of common stock which would be issuable
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.

         Without the prior consent of the holders of more than 50% of the
outstanding shares of Series A preferred stock and common stock voting
together as a single class, except where a larger

                                     -37-
<PAGE>

percentage is required by law or our certificate of incorporation, we shall
not:

      - pay or declare dividends or distributions on shares of common stock;

      -     authorize 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,
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 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 equal 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 appropriate exemptions from those laws.

                                     -38-
<PAGE>

A notation will be made on our stock transfer records so that transfers of
such shares of our common stock will not be made without compliance with these
restrictions.

         Rule 144(d) requires that restricted shares be held for a minimum of
one year before they can be resold under Rule 144.  For this purpose the time
during which the shares of Series A preferred stock are held shall be combined
with the time the shares of common stock into which the shares become
converted are held.  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.

         In the case of any share exchange, capital reorganization or
reclassification in which 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 will have equivalent conversion rights.

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.  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.

         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:

         - listed on approved national securities exchanges;

                                     -39-
<PAGE>

         - 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;

         - a 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 containing
specific information about the subject security. These added disclosure
requirements will most likely negatively affect

                                     -40-
<PAGE>

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.

    Possible issuance of additional securities

        We may need additional financing to grow our proposed business.  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 the new securities issued 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.

    Other provisions

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

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

                              Legal proceedings

         There are no legal proceedings or pending litigation to which we are
a party or against any of our officers or directors as a result of their
capacities with Twinview, 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.

                                     -41-
<PAGE>
                                Transfer agent

         Twinview 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.








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

                      CONSOLIDATED FINANCIAL STATEMENTS

                              December 31, 1999



<PAGE> 42


                               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> 43


                         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> 44


                        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> 45


                        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> 46
                        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> 47

                   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> 48

                  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.

                                   F-8

<PAGE> 49

                  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.

                                  F-9

<PAGE> 50

                  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.

                               F-10

<PAGE> 51

                            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.

         (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; and

         (e)  all of the representations of the undersigned herein are true
and accurate, and Twinview, Inc. and the officers and directors of Twinview,
Inc. will and may, without further investigation, rely on such
representations.

<PAGE> 52

     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 promptly 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


<PAGE> 53


__________________________________    __________________________________
Name of Additional                    Social Security or Tax I.D.
Subscriber                            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 Code
                                      and Area 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> 54

              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

<PAGE> 55
                             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

<PAGE> 56

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 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

<PAGE> 57

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 took place between November
5, 1998 and November 19, 1998, and 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.  These shares were sold in reliance on Section 4(2) of
the Securities Act of 1933, and were appropriately restricted as to transfer.


    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.  This offering commenced
December 22, 1998 and was completed by June 20, 1999.

<PAGE> 58

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 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
    4.1                Certificate of designation of rights, preferences and
                         number of shares of Series A convertible preferred
                         stock
    5.1                Opinion of Robert N. Wilkinson, Esq. regarding legality
   23.1                Consent of Robert N. Wilkinson, Esq.
   23.2                Consent of Jones, Jensen & Company
   27.1                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

<PAGE> 59

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 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.

<PAGE> 60
                            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
May 4, 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.


    Date: May 4, 2000                /s/ Patrick K. Hogle
                                        --------------------------------
                                        Patrick K. Hogle, President,
                                        Chief Executive Officer and  Director


    Date: May 4, 2000                /s/ John S. Girvan
                                        --------------------------------
                                         John S. Girvan, Secretary, Treasurer,
                                         Chief Financial Officer, Chief
                                         Accounting Officer and  Director

<PAGE> 61

                          Exhibit Index


Exhibit No.      Title                                            Page
- ----------       ------                                          ------
    1.1          Proceeds escrow agreement.................Initial filing
    1.2          Subscription agreement....................     68
    3.1          Certificate of incorporation.............. Initial filing
    3.2          By-Laws................................... Initial filing
    4.1          Certificate of designation of
                  rights, preferences and number
                  of shares of Series A convertible
                  preferred stock.......................... 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.......      71
   27.1          Financial data schedule................... Amendment no.1


<PAGE>


                            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.

         (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; and

         (e)     all of the representations of the undersigned herein are true
and accurate, and Twinview, Inc. and the officers and directors of Twinview,
Inc. will and may, without further investigation, rely on such
representations.

<PAGE> 63

     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 promptly 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

<PAGE> 64

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.
Subscriber                            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 Code
                                      and Area 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. 2 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
May 4, 2000



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