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 September 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)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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.
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 issuer's classes of
common stock, as of the latest practicable date:
As of November 10, 2000, Twinview, Inc. has 526,500 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. Any shares of
Series A preferred stock issued and outstanding as of March 22, 2001 will be
automatically converted to shares of common stock on a 1 for 1 share basis.
Transmit Small Business Disclosure Format (check one):
Yes [ ] No [ X ]
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The unaudited consolidated balance sheet of Twinview, Inc., a Delaware
corporation, as of September 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 nine month periods
ended September 30, 2000 and September 30, 1999, the unaudited related
statements of stockholders' equity for the period from inception through
September 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.
<PAGE>
Twinview was formed for the purpose of designing, constructing, and
operating a retail drive-through specialty coffee store in Salt Lake City,
Utah. Through September 30, 2000, all of Twinview's efforts have been
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, but it is continuing to search for and evaluate sites.
Plan of operation
During the next 12 months, our plan of operation consists of the
following:
* 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.
We estimate it will cost between $150,000 and $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 allow us to implement our business plan
described above. Depending on the total cost of implementing our business
plan, our current cash should sustain operations for a minimum of 6 months,
and perhaps as long as 12 months or longer. In the event that the total cost
to implement the business plan described above is closer to $220,000, then we
anticipate that we will have to obtain approximately $50,000 to $100,000 in
additional equity funding or through loans to satisfy our cash requirements
for the next 12 months, depending, in part, on how long it takes Twinview to
become profitable. There is no guarantee that Twinview will achieve
profitability. As of the present time, we have no commitments for any
additional funding.
(b) Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Not applicable since Twinview has no revenues from operations prior to
September 30, 2000.
<PAGE>
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.
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 attempted to sell a minimum of 150,000 shares
($150,000) and a maximum of 350,000 shares ($350,000). Twinview sold 151,500
shares of Twinview's common stock at $1.00 per share through its officers and
directors in our self-underwritten offering in which Twinview raised $151,500
in gross offering proceeds, before the offering terminated on September 9,
2000. All of the shares sold in the offering were sold for the account of
Twinview. No selling shareholders participated in the offering.
Between May 12, 2000 and September 30, 2000, Twinview incurred
approximately $9,281.73 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, accounting and printing) $9,281.73
Total $9,281.73
=========
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.
<PAGE>
The net offering proceeds to Twinview, after deducting the expenses
incurred between May 12, 2000 and September 30, 2000 described above were
$142,218.27. As of September 30, 2000, Twinview had used the actual net
offering proceeds in the following manner:
* construction of plant $0
* building and facilities $0
* purchase and installation of machinery $0
and equipment
* purchase of real estate $0
* acquisition of other business(es) $0
* repayment of indebtedness $0
* working capital $0
* temporary investments in insured $142,218.27
bank accounts
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.
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>
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 September 30, 2000.
<PAGE>
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: November 13, 2000 By: /s/ Patrick K. Hogle
---------------------------
Patrick K. Hogle
Director, President and Chief
Executive Officer
Date: November 13, 2000 By: /s/ John S. Girvan
----------------------------
John S. Girvan
Director, Secretary/Treasurer,
Chief Financial Officer and Chief
Accounting Officer
<PAGE>
APPENDIX "A"
FINANCIAL STATEMENTS
TWINVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
FINANCIAL STATEMENTS
September 30, 2000 and December 31, 1999
<PAGE>
TWINVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Balance Sheets
ASSETS
September 30, December 31,
2000 1999
------------- -------------
(Unaudited)
CURRENT ASSETS
Cash $ 199,506 $ 158,199
Investment (Note 7) 18,750 -
------------- -------------
Total Current Assets 218,256 158,199
------------- -------------
FIXED ASSETS (Note 4) 19,127 19,127
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TOTAL ASSETS $ 237,383 $ 177,326
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 2,155 $ 4,562
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Total Current Liabilities 2,155 4,562
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TOTAL LIABILITIES 2,155 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, 526,500 and 375,000
issued and outstanding, respectively 53 38
Additional paid-in capital 370,718 219,233
Deficit accumulated during the development stage (135,571) (46,535)
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Total Stockholders' Equity 235,228 172,764
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 237,383 $ 177,326
============= =============
<PAGE>
TWINVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
From
Inception on
For the For the November 5,
Three Months Ended Nine Months Ended 1998 Through
September 30, September 30, September 30,
2000 1999 2000 1999 2000
----------- ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ - $ -
EXPENSES
General and administrative 40,065 11,784 89,036 24,055 136,571
----------- ----------- ----------- ------------ -----------
Total Expenses 40,065 11,784 89,036 24,055 136,571
----------- ----------- ----------- ------------ -----------
LOSS FROM OPERATIONS (40,065) (11,784) (89,036) (24,055) (136,571)
----------- ----------- ----------- ------------ -----------
OTHER INCOME
Interest income - - - 1,000 1,000
----------- ----------- ----------- ------------ -----------
Total Other Income - - - 1,000 1,000
----------- ----------- ----------- ------------ -----------
NET LOSS $ (40,065) $ (11,784) $ (89,036) $ (23,055) $ (135,571)
=========== =========== =========== ============ ===========
BASIC LOSS PER SHARE $ (0.08) $ (0.03) $ (0.22) $ (0.06)
=========== =========== =========== ============
</TABLE.
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
TWINVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity
From Inception on November 5, 1998 through September 30, 2000
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)
Common shares issued for
cash at $1.00 per share
(unaudited) - - 151,500 151 51,485 -
Net loss for the nine months
ended September 30, 2000
(unaudited) - - - - - (89,036)
---------- ---------- ---------- ---------- ---------- -----------
Balance, September 30, 2000
(unaudited) 275,000 $ 28 526,500 $ 53 $ 370,718 $ (135,571)
========== ========== ========== ========== ========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TWINVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
From
Inception on
For the For the November 5,
Three Months Ended Nine Months Ended 1998 Through
September 30, September 30, September 30,
2000 1999 2000 1999 2000
----------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (40,065) $ (11,784) $ (89,036) $ (23,055) $ (135,571)
Changes in operating assets and
liabilities:
Increase (decrease) in accounts
payable 654 (1,200) (2,407) (1,850) 2,155
Decrease in prepaid expenses 1,000 - - - -
----------- ----------- ----------- ------------ ------------
Net Cash Used by Operating
Activities (38,411) (12,984) (91,443) (24,905) (133,416)
----------- ----------- ----------- ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for investment - - (18,750) - (18,750)
----------- ----------- ----------- ------------ ------------
Net Cash Used by Investing
Activities - - (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 151,500 79,686 151,500 184,773 365,250
----------- ----------- ----------- ------------ ------------
Net Cash Provided by
Financing Activities 151,500 76,338 151,500 181,425 351,672
----------- ----------- ----------- ------------ ------------
NET INCREASE IN CASH 113,089 63,354 41,307 163,216 199,506
CASH AT BEGINNING OF PERIOD 86,417 102,934 158,199 3,076 -
----------- ----------- ----------- ------------ ------------
CASH AT END OF PERIOD $ 199,506 $ 166,288 $ 199,506 $ 166,288 $ 199,506
=========== =========== =========== ============ ============
CASH PAID FOR:
Interest $ - $ - $ - $ - $ 1,400
Income taxes $ - $ - $ - $ - $ -
</TABLE>
<PAGE>
TWINVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 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 September 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 September 30, 2000, the Company had net operating loss carryforwards
of approximately $135,000 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
consolidated 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>
TWINVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 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 Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
------------ ------------ ------------- ------------
Numerator - loss $ (40,065) $ (11,784) $ (89,036) $ (23,055)
Denominator - weighted
average number of
shares outstanding 476,000 375,000 408,667 375,000
------------ ------------ ------------- ------------
Basic loss per share $ (0.08) $ (0.03) $ (0.22) $ (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 public offering
of its common stock, and now intends to build and operate a coffeehouse.
<PAGE>
TWINVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 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.
NOTE 7 - INVESTMENT
In June 2000, the Company purchased a shipment of brine-shrimp eggs from
a related party for $18,750, which management believed was 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.
NOTE 8 - COMMON STOCK
In September 2000, the Company issued 151,500 shares of its common stock
for cash at $1.00 per share. This issuance brought the Company's total common
shares issued and outstanding to 526,500.
