U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to____________
Commission File No. 333-93535
Twinview, Inc.
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(Exact Name of Small Business Issuer as Specified in its Charter)
DELAWARE 87-0620802
----------------- ---------------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
Incorporation or Organization)
573 East 300 South
Salt Lake City, Utah 84102
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(Address of Principal Executive offices)
Issuer's Telephone Number: (801) 531-1867
(Not Applicable)
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(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
<PAGE>
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:
As of August 14, 2000, Twinview, Inc. has 375,000 shares of its common
stock issued and outstanding, and 275,000 shares of its Series A preferred
stock issued and outstanding. Shares of Series A preferred stock are
convertible to shares of common stock on a 1 for 1 share basis.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The unaudited consolidated balance sheet of Twinview, Inc., a Delaware
corporation, as of June 30, 2000 and the related audited consolidated balance
sheet as of December 31, 2000, the unaudited related consolidated statements
of operations and cash flows for the three and six month periods ended June
30, 2000 and June 30, 1999, the unaudited related statements of stockholders'
equity for the period from inception through June 30, 2000, and the notes to
the financial statements are attached hereto as Appendix "A" and incorporated
herein by reference.
The accompanying financial statements reflect all adjustments which are,
in the opinion of management, necessary in order to make the financial
statements not misleading, and to present fairly the financial position of
Twinview, Inc. consolidated with Caf Detour, LLC, its wholly owned
subsidiary. The names "Twinview," "we", "our" and "us" used in this report
refer to Twinview, Inc.
Item 2. Management's Discussion and Analysis or Plan of Operation.
(a) Plan of Operation.
Twinview was formed for the purpose of designing, constructing, and
operating a retail drive-through specialty coffee store in Salt Lake City,
Utah. Prior to the date of this report, all of Twinview's efforts have
concentrated on fund raising activities to secure funds necessary to implement
its business plan, and also on site selection activities and analysis. As of
the date of this report, Twinview has not yet selected a site for the
specialty coffee store, and Twinview is engaged in an initial public offering
in which we are attempting to raise a minimum of $150,000 and a maximum of
$350,000 in gross offering proceeds.
<PAGE> 2
Plan of operation
During the next 12 months, our plan of operation consists of the
following:
* Attempt to raise $150,000 or more in our present public offering;
* Acquire a lease on suitable property within our 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 being
able to raise $150,000 or more by successfully completing our present
offering. We estimate it will cost approximately $220,000 to acquire a lease
on an acceptable site, construct the proposed specialty coffee store building
and purchase equipment and other personal property necessary to operate the
store. Becoming profitable will also depend on additional factors, some of
which are beyond our control.
Our current cash is sufficient to pay all the expenses of our offering,
but it is not sufficient to implement our 12 month business plan.
(b) Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Not applicable.
ANY FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM 10-QSB REPORT
REFLECT MANAGEMENT'S BEST JUDGMENT BASED ON FACTORS CURRENTLY KNOWN AND
INVOLVE RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY VARY MATERIALLY.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
<PAGE> 3
Item 2. Changes in Securities.
On May 12, 2000, a registration statement filed by Twinview on Form SB-2
was declared effective. The Securities and Exchange Commission file number
assigned to the registration statement is 333-93535. Pursuant to the
registration statement, Twinview is attempting to sell a minimum of 150,000
shares and a maximum of 350,000 shares of Twinview's common stock through its
officers and directors in our self-underwritten offering. There are no
selling shareholders participating in the offering. The offering commenced on
May 12, 2000, and it is continuing as of the date of this report. The
offering price is $1.00 per share. As of August 16, 2000 Twinview had
received approximately $56,800 of subscriptions to purchase 56,800 shares of
common stock. The offering is subject to a minimum of 150,000 shares being
sold on or before September 9, 2000.
Between May 12, 2000 and June 30, 2000, Twinview incurred approximately
$3,021.06 in expenses in connection with the issuance and distribution of
securities in the offering for the following items:
* underwriting discounts and commissions - $0
* finders' fees - $0
* expenses paid to or for underwriters - $0
* other expenses (legal and printing) - $3,021.06
All of these expenses were incurred to parties other than:
* directors, officers, or general partners of Twinview or their
associates;
* to persons owing 10% or more of any class of equity securities of
Twinview; or
* to affiliates of Twinview.
Since the minimum offering amount has not yet been met, Twinview has not
yet received or spent any net offering proceeds.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
None; not applicable.
Item 5. Other Information.
None; not applicable.
<PAGE> 4
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Financial Data Schedule.
(b) Reports on Form 8-K.
No Current Reports on Form 8-K were filed by Twinview during the
quarter ended June 30, 2000.
<PAGE> 5
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
TWINVIEW, INC.
Date: August 17, 2000 By: /s/ Patrick K. Hogle
___________________________
Patrick K. Hogle
Director, President and
Chief Executive Officer
Date: August 17, 2000 By: /s/ John S. Girvan
__________________________
John S. Girvan
Director,
Secretary/Treasurer,
Chief Financial Officer and
Chief Accounting Officer
<PAGE> 6
APPENDIX "A"
FINANCIAL STATEMENTS
TWINVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
FINANCIAL STATEMENTS
June 30, 2000 and December 31, 1999
<PAGE> 7
TWINVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Balance Sheets
ASSETS
June 30, December 31,
2000 1999
------------- -------------
(Unaudited)
CURRENT ASSETS
Cash $ 86,417 $ 158,199
Investment (Note 6) 18,750 -
Prepaid rent 1,000 -
------------- -------------
Total Current Assets 106,167 158,199
------------- -------------
FIXED ASSETS (Note 4) 19,127 19,127
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TOTAL ASSETS $ 125,294 $ 177,326
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 1,500 $ 4,562
------------- -------------
Total Current Liabilities 1,500 4,562
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TOTAL LIABILITIES 1,500 4,562
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STOCKHOLDERS' EQUITY
Preferred stock; $0.0001 par value, 2,500,000
shares authorized; 275,000 shares issued and
outstanding 28 28
Common stock; 17,500,000 shares authorized
of $0.0001 par value, 375,000 shares issued
and outstanding 38 38
Additional paid-in capital 219,233 219,233
Deficit accumulated during the development stage (95,505) (46,535)
------------- -------------
Total Stockholders' Equity 123,794 172,764
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 125,294 $ 177,326
============= =============
<PAGE> 8
TWINVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
From
For the For the Inception on
Three Months Ended Six Months Ended December 31,
June 30, June 30, 1985 Through
----------------------------- --------------------------- June 30,
2000 1999 2000 1999 2000
-------------- -------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ - $ -
EXPENSES
General and
administrative 19,040 11,784 48,971 24,055 96,505
-------------- -------------- ------------- ------------- --------------
Total Expenses 19,040 11,784 48,971 24,055 96,505
-------------- -------------- ------------- ------------- --------------
LOSS FROM OPERATIONS (19,040) (11,784) (48,971) (24,055) (96,505)
-------------- -------------- ------------- ------------- --------------
OTHER INCOME
Interest income - - - 1,000 1,000
-------------- -------------- ------------- ------------- --------------
Total Other Income - - - 1,000 1,000
-------------- -------------- ------------- ------------- --------------
NET LOSS $ (19,040) $ (11,784) $ (48,971) $ (23,055) $ (95,505)
============== ============== ============= ============= ==============
BASIC LOSS PER SHARE $ (0.05) $ (0.03) $ (0.13) $ (0.06)
============== ============== ============= =============
</TABLE>
<PAGE> 9
TWINVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit)
From Inception on November 5, 1998 through June 30, 2000
<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 - - - - - (40,056)
---------- ---------- ---------- ---------- ---------- -----------
Balance, December 31, 1999 275,000 28 375,000 38 219,233 (46,534)
Net loss for the six months ended
June 30, 2000 (unaudited) - - - - - (48,971)
---------- ---------- ---------- ---------- ---------- -----------
Balance, June 30, 2000 (unaudited) 275,000 $ 28 $ 375,000 $ 38 $ 219,233 $ (95,505)
========== ========== ========== ========== ========== ===========
</TABLE>
<PAGE> 10
TWINVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
From
For the For the Inception on
Three Months Ended Six Months Ended December 31,
June 30, June 30, 1985 Through
----------------------------- --------------------------- June 30,
2000 1999 2000 1999 2000
-------------- -------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (19,040) $ (11,784) $ (48,971) $ (23,055) $ (95,505)
Changes in operating assets
and liabilities:
Increase (decrease) in
accounts payable - (1,200) (3,061) (1,850) 1,500
Increase in prepaid expenses (1,000) - (1,000) - (1,000)
-------------- -------------- ------------- ------------- --------------
Net Cash Used by
Operating Activities (20,040) (12,984) (53,032) (24,905) (95,005)
-------------- -------------- ------------- ------------- --------------
CASH FLOWS FROM INVESTING
ACTIVITIES
Cash paid for investment (18,750) - (18,750) - (18,750)
-------------- -------------- ------------- ------------- --------------
Net Cash Used by
Investing Activities (18,750) - (18,750) - (18,750)
-------------- -------------- ------------- ------------- --------------
CASH FLOWS FROM FINANCING
ACTIVITIES
Stock offering costs - (3,348) - (3,348) (13,578)
Common and preferred stock
issued for cash - 79,686 - 184,773 213,750
-------------- -------------- ------------- ------------- --------------
Net Cash Provided (Used)
by Financing Activities - 76,338 - 181,425 200,172
-------------- -------------- ------------- ------------- --------------
NET INCREASE (DECREASE) IN CASH (38,790) 63,354 (71,782) 163,216 86,417
CASH AT BEGINNING OF PERIOD 125,207 102,934 158,199 3,076 -
-------------- -------------- ------------- ------------- --------------
CASH AT END OF PERIOD $ 86,417 $ 166,288 $ 86,417 $ 166,288 $ 86,417
============== ============== ============= ============= ==============
CASH PAID FOR:
Interest $ - $ - $ - $ - $ 1,400
Income taxes $ - $ - $ - $ - $ -
</TABLE>
<PAGE> 11
TWINVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2000 and 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 June 30, 2000, 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 June 30, 1999, the Company had net operating loss carryforwards of
approximately $95,000 that may be offset against future taxable income through
2020. No tax benefit has been reported in the consolidated financial
statements because the Company believes there is a 50% or greater chance the
carryforwards will expire unused. Accordingly, the potential tax benefits of
the loss carryforwards are offset by a valuation allowance of the same amount.
c. Use of Estimates
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
<PAGE> 12
TWINVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2000 and 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 For the
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
------------- ------------ ------------- ------------
Numerator - loss $ (19,040) $ (11,784) $ (48,971) $ (23,055)
Denominator - weighted
average number of
shares outstanding 375,000 375,000 375,000 375,000
------------- ------------ ------------- ------------
Basic loss per share $ (0.05) $ (0.03) $ (0.13) $ (0.06)
============= ============ ============= ============
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.
h. Unaudited Financial Statements
The accompanying unaudited financial statements include all of the
adjustments which, in the opinion of management, are necessary for a fair
presentation. Such adjustments are of a normal recurring nature.
NOTE 3 - GOING CONCERN
The Company's consolidated financial statements are prepared using
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, the Company does not have an established
source of revenues sufficient to cover its operating costs and to allow it to
continue as a going concern. The Company recently completed a private
placement offering of its series A preferred stock, and now intends to build
and operate a coffeehouse.
<PAGE> 13
TWINVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2000 and 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.
In June, 2000, the Company purchased a shipment of brine-shrimp eggs from
a related party for $18,750, which management believed was far under market
value. The Company plans to hold this commodity, which is non-perishable,
until the market price for brine-shrimp eggs rises and a buyer can be found.
Management believes this investment will be sold within a few months of its
purchase.
