<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended October 31, 1995
----------------
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________ to __________
Commission File Number 33-2310-D
----------
PINE VIEW TECHNOLOGIES CORPORATION
-----------------------------------
(Exact name of registrant as specified in charter)
Nevada 87-0429154
- ------------------------------ -------------------------
State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization
1242 Roosevelt Avenue, Salt Lake City, Utah 84105
- ------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (801) 485-1645
---------------
Securities registered pursuant to section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None N/A
- ------------------ -----------------------------------------
Securities registered pursuant to section 12(g) of the Act:
None
---------------
(Title of class)
Check whether the Issuer (1) filed all reports required to be
filed by section 13 or 15(d) of the Exchange Act 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. (1) Yes [ ] No [X] (2) Yes
[ ] No [X]
Check if disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this
Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year: $3,355
------
<PAGE> 2
State the aggregate market value of the voting stock held by
nonaffiliates computed by reference to the price at which the stock
was sold, or the average bid and asked prices of such stock, as of
a specified date within the past 60 days: The Company does not
have an active trading market and it is, therefore, difficult, if
not impossible, to determine the market value of the stock. Based
on the bid price for the Company's Common Stock at September 20,
1996, of $0.02 per share, the market value of shares held by
nonaffiliates would be $187,970.
As of September 20, 1996, the Registrant had 10,501,000 shares of
common stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by
reference and the part of the form 10-KSB (e.g., part I, part II,
etc.) into which the document is incorporated: (1) Any annual
report to security holders; (2) Any proxy or other information
statement; and (3) Any prospectus filed pursuant to rule 424(b) or
(c) under the Securities Act of 1933: NONE
<PAGE> 3
PART I
ITEM 1. DESCRIPTION OF BUSINESS
HISTORY AND ORGANIZATION
Pine View Technologies Corporation, a Nevada corporation (the
"Company") was incorporated under the laws of the State of Nevada on
November 5, 1985. The Company was organized to engage in the
acquisition of assets, properties or a business without regard to
any specific industry or type of business.
In connection with the Company's organization, it issued
4,000,000 shares of its common stock, par value $0.001 per share
(the "Common Stock"), to the Company's original founders, officers
and directors. Additionally, the Company engaged in a public
offering of its securities at an offering price of $0.02 per share
of Common Stock. The offering was pursuant to a registration
statement filed with the Securities and Exchange Commission with
the registration statement declared effective on March 16, 1987.
Pursuant to the registration statement, the Company sold 6,501,000
shares of Common Stock raising gross proceeds of $130,020. Since
the completion of the offering, the Company has not engaged in any
significant operations other than investigate potential business
opportunities, none of which has come to fruition.
The Company is currently seeking potential business
acquisition or opportunities to enter in an effort to commence
business operations. The Company does not propose to restrict its
search for a business opportunity to any particular industry or
geographical area and may, therefore, engage in essentially any
business in any industry. The Company has unrestricted discretion
in seeking and participating in a business opportunity, subject to
the availability of such opportunities, economic conditions, and
other factors.
The selection of a business opportunity in which to
participate is complex and risky. Additionally, as the Company has
only limited resources, it may be difficult to find good
opportunities. There can be no assurance that the Company will be
able to identify and acquire any business opportunity which will ultimately
prove to be beneficial to the Company and its shareholders. The Company will
select any potential business opportunity based on management's
business judgment.
The activities of the Company are subject to several
significant risks which arise primarily as a result of the fact
that the Company has no specific business and may acquire or
participate in a business opportunity based on the decision of
management which potentially could act without the consent, vote,
or approval of the Company's shareholders. The risks faced by the
Company are further increased as a result of its lack of resources
and its inability to provide a prospective business opportunity
with significant capital.
<PAGE>
<PAGE> 4
ITEM 2. DESCRIPTION OF PROPERTIES
The Company's administrative offices are located at 1242
Roosevelt Avenue, Salt lake City, Utah, which are the offices of
Stephen B. Cluff, the president of the Company. Mr. Cluff has
allowed the Company to use this office without charge.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to a vote of shareholders of the
Company during the fourth quarter of the fiscal year ended October
31, 1995.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is quoted on the National
Association of Securities Dealers Electronic Bulletin Board under
the symbol "PUTC." Set forth below are the high and low bid prices
for the Company's Common Stock for the last three quarters.
Although the Company's Common Stock is quoted on the Electronic
Bulletin Board it has traded sporadically with no real volume.
Consequently, the information provided below may not be indicative
of the Company's Common Stock price under different conditions.
Quarter Ended High Bid Low Bid
- ------------- -------- -------
January 1994 $0.02 $0.02
April 1994 $0.02 $0.02
July 1994 $0.02 $0.02
October 1994 $0.02 $0.02
January 1995 $0.02 $0.02
April 1995 $0.02 $0.02
July 1995 $0.02 $0.02
October 1995 $0.02 $0.02
January 1996 $0.02 $0.02
April 1996 $0.02 $0.02
July 1996 $0.02 $0.02
At September 25, 1996, the bid and asked price for the
Company's Common Stock was $0.02 and $0.10 respectively. All
prices listed herein reflect inter-dealer prices, without retail
mark-up, mark-down or commissions and may not represent actual
transactions. Since its inception, the Company has not paid any
dividends on its Common Stock, and the Company does not anticipate
that it will pay dividends in the foreseeable future. At September
20, 1995, the Company had approximately 330 shareholders.
<PAGE> 5
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
OVERVIEW
Since its organization, other than completing a public
offering, the Company has had no operations. The Company was
organized to engage in the acquisition of assets, properties or a
business without regard to any specific industry or type of
business. The Company intends to take advantage of any reasonable
business proposal presented which management believes will provide
the Company and its stockholders with a viable business
opportunity. The board of directors will make the final approval
in determining whether to complete any acquisition, and unless
required by applicable law, the articles of incorporation or bylaws
or by contract, stockholders' approval will not be sought.
The investigation of specific business opportunities and the
negotiation, drafting, and execution of relevant agreements,
disclosure documents, and other instruments will require
substantial management time and attention and will require the
Company to incur costs for payment of accountants, attorneys, and
others. If a decision is made not to participate in or complete
the acquisition of a specific business opportunity, the costs
incurred in a related investigation will not be recoverable.
Further, even if an agreement is reach for the participation in a
specific business opportunity by way of investment or otherwise,
the failure to consummate the particular transaction may result in
the loss to the Company of all related costs incurred.
Currently, management is not able to determine the time or
resources that will be necessary to locate and acquire or merge
with a business prospect. There is no assurance that the Company
will be able to acquire an interest in any such prospects, products
or opportunities that may exist or that any activity of the
Company, regardless of the completion of any transaction, will be
profitable.
If and when the Company locates a business opportunity,
management of the Company will give consideration to the dollar
amount of that entity's profitable operations and the adequacy of
its working capital in determining the terms and conditions under
which the Company would consummate such an acquisition. Potential
business opportunities, no matter which form they may take, will
most likely result in substantial dilution for the Company's
shareholders due to the issuance of stock to acquire such an
opportunity.
LIQUIDITY AND CAPITAL RESOURCES
As of October 31, 1995, the Company had $76,973 in assets and
liabilities of $316. Working Capital at October 31, 1995, was
$76,657. The Company has only incidental ongoing expenses
primarily associated with maintaining its corporate status. For the
twelve months ended October 31, 1995, the Company's principal
expenses were professional fees of $800 and general and administrative
expenses of $550. The only revenue the Company received was from interest
income of $3,355.
<PAGE> 6
Since inception the Company has not generated revenue and it
is unlikely that any revenue will be generated until the Company
locates a business opportunity with which to acquire or merge.
Management of the Company will be investigating various business
opportunities. These efforts may cost the Company not only out of
pocket expenses for its management but also expenses associated
with legal and accounting cost. There can be no guarantee that the
Company will receive any benefits from the efforts of management to
locate business opportunities.
The Company has had no employees since its inception and does
not intend to employ anyone in the future, unless its present
business operations were to change. The president of the Company
is providing the Company with a location for its offices on a "rent
free basis." The Company is not paying salaries or other form of
compensation to any officers or directors of the Company for their
time and effort. The Company does intend to reimburse its officers
and directors for out of pocket cost.
RESULTS OF OPERATIONS
The Company has not had any operations during the fiscal year
ended October 31, 1996, and has not had any operations since its
incorporation. The Company's only operations to date have involved
the preliminary investigation of one or more potential business
opportunities, none of which have come to fruition.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company are set forth
immediately following the signature page to this form 10-KSB.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
The Company has had no disagreements with its certified public
accountants with respect to accounting practices or procedures or
financial disclosure.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The following table sets forth as of September 20, 1996, the
name, age, and position of each executive officer and director and
the term of office of each director of the Company.
Name Age Position Director of Officer Since
---- --- -------- -------------------------
Stephen B. Cluff 52 President and 1989
Director
<PAGE> 7
Set forth below is certain biographical information regarding
the Company's executive officer and director.
Stephen B. Cluff for the past 21 years has been employed by
the University of Utah in its administrative data processing
department. Mr. Cluff has been responsible for the management,
development and support of administrative software including
accounts receivable, accounts payable, budget, student records and
student registration. Mr. Cluff received his Bachelor of Science
Degree in business Management from the University of Utah in 1967.
Except as indicated below, to the knowledge of management,
during the past five years, no present or former director, or
executive officer of the Company:
(1)filed a petition under the federal bankruptcy laws or
any state insolvency law, nor had a receiver, fiscal agent or
similar officer appointed by a court for the business or property
of such person, or any partnership in which he was a general
partner at or within two years before the time of such filing, or
any corporation or business association of which he was an
executive officer at or within two years before the time of such
filing;
(2)was convicted in a criminal proceeding or named subject
of a pending criminal proceeding (excluding traffic violations and
other minor offenses);
(3)was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him
from or otherwise limiting, the following activities:
(i)acting as a futures commission merchant,
introducing broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction merchant, associated
person of any of the foregoing, or as an investment advisor,
underwriter, broker or dealer in securities, or as an affiliate
person, director or employee of any investment company, or engaging
in or continuing any conduct or practice in connection with such
activity;
(ii)engaging in any type of business practice; or
(iii)engaging in any activity in connection with
the purchase or sale of any security or commodity or in connection
with any violation of federal or state securities laws or federal
commodities laws;
(4)was the subject of any order, judgment, or decree, not
subsequently reversed, suspended, or vacated, of any federal or
state authority barring, suspending, or otherwise limiting for more
than 60 days the right of such person to engage in any activity
described above under this Item, or to be associated with persons
engaged in any such activity;
<PAGE> 8
(5)was found by a court of competent jurisdiction in a
civil action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the judgment in
such civil action or finding by the Securities and Exchange
Commission has not been subsequently reversed, suspended, or
vacated.
(6)was found by a court of competent jurisdiction in a
civil action or by the Commodity Futures Trading Commission to have
violated any federal commodities law, and the judgment in such
civil action or finding by the Commodity Futures Trading Commission
has not been subsequently reversed, suspended or vacated.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Company is not subject to the requirements of Section
16(a) of the Exchange Act.
ITEM 10. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following tables set forth certain summary information
concerning the compensation paid or accrued for each of the
Company's last three completed fiscal years to the Company's or its
principal subsidiaries chief executive officer and each of its
other executive officers that received compensation in excess of
$100,000 during such period (as determined at October 31, 1995,
the end of the Company's last completed fiscal year):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
Other Restricted
Name and Annual Stock Options LTIP All other
Principal Position Year Salary Bonus($) Compensation Awards /SARs Payout Compensation
- ------------------ ---- ------ -------- ------------ ------ ------- ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stephen B. Cluff 1995 $-0- -0- -0- -0- -0- -0- -0-
President and CEO 1994 -0- -0- -0- -0- -0- -0- -0-
1993 -0- -0- -0- -0- -0- -0- -0-
</TABLE>
Cash Compensation
There was no cash compensation paid to any director or
executive officer of the Company during the fiscal years ended
October 31, 1995, 1994, and 1993.
Bonuses and Deferred Compensation
None.
Compensation Pursuant to Plans.
None.
<PAGE> 9
Pension Table
None.
Other Compensation
None
Compensation of Directors.
None.
Termination of Employment and Change of Control Arrangement
There are no compensatory plans or arrangements, including
payments to be received from the Company, with respect to any
person named in Cash Compensation set out above which would in any
way result in payments to any such person because of his
resignation, retirement, or other termination of such person's
employment with the Company or its subsidiaries, or any change in
control of the Company, or a change in the person's
responsibilities following a changing in control of the Company.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of September 20, 1996, the
name and the number of shares of the Company's Common Stock, par
value $0.001 per share, held of record or beneficially by each
person who held of record, or was known by the Company to own
beneficially, more than 5% of the 10,501,000 issued and outstanding
shares of the Company's Common Stock, and the name and
shareholdings of each director and of all officers and directors as
a group.
Title
of Name of Amount and Nature of Percentage
Class Beneficial Owner Beneficial Ownership(1) of Class
- ----- ---------------- -------------------- ----------
Common Alpine Securities 1,350,000 (I) 12.86
Corporation (2)
440 East 400 South, #200
Salt Lake City, UT 84111
Common The Depository 1,240,000 (I) 11.81
Trust Company
P.O. Box 222
New York, NY 10274
Common Stephen B. Cluff (3) 1,102,500 (D) 9.52
1242 Roosevelt Avenue
Salt Lake City, UT 84105
Common Nolan H. Schneider 950,000 (D) 9.05
Family Living Trust
4 Harvard Ct.
Rancho Mirage, CA 92270
<PAGE> 10
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT - (continued)
Title
of Name of Amount and Nature of Percentage
Class Beneficial Owner Beneficial Ownership(1) of Class
- ----- ---------------- -------------------- ----------
Common Tracey L. Smith 750,000 (D) 7.14
OFFICERS, DIRECTORS AND NOMINEES:
Common Stephen B. Cluff ----------See Above----------
All Officers 1,102,500 9.52
and Directors
as a Group (1 person)
[FN]
(1) Indirect and Direct ownership are referenced by an "I" or "D",
respectively. All shares owned directly are owned beneficially and of record
and such shareholder has sole voting, investment, and dispositive power,
unless otherwise noted.
(2) Alpine Securities Corporation specifically denies ownership, beneficial or
otherwise, of these shares and states that they are shares held for the
account of their customers.
(3) Mr. Cluff purchased 1,000,000 of his shares from C. Jack Searle, a former
officer and director of the Company. Mr. Cluff has never had these shares
transferred into his name and the stock transfer records of the Company still
reflect Mr. Searle as the shareholder of record.
[/FN]
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT AND OTHERS.
During the fiscal year ended October 31, 1994, there were no
material transactions, or series of similar transactions, since the
beginning of the Company's last fiscal year, or any currently
proposed transactions, or series of similar transactions, to which
the Company was or is to be party, in which the amount involved
exceeds $60,000, and in which any director or executive officer, or
any security holder who is known by the Company to own of record or
beneficially more than 5% of any class of the Company's common
stock, or any member of the immediate family of any of the
foregoing persons, has an interest.
CERTAIN BUSINESS RELATIONSHIPS
During the fiscal year ended October 31, 1995, there were no
material transactions between the Company and its management of
principal shareholders.
INDEBTEDNESS OF MANAGEMENT
There were no material transactions, or series of similar
transactions, since the beginning of the Company's last fiscal
year, or any currently proposed transactions, or series of similar
transactions, to which the Company was or is to be a party, in
which the amount involved exceeds $60,000 and in which any director
or executive officer, or any security holder who is known to the
<PAGE> 11
Company to own of record or beneficially more than 5% of any class
of the Company's common stock, or any member of the immediate
family of any of the foregoing persons, has an interest.
TRANSACTIONS WITH PROMOTERS
The Company was organized more than five years ago; hence
transactions between the Company and its promoters or founders are
not deemed to be material.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a)(1)FINANCIAL STATEMENTS. The following financial
statements are included in this report:
Title of Document Page
- ----------------- ----
Report of David T. Thomson, Certified Public Accountants 13
Balance Sheets as of October 31, 1995, and 1994 14
Statements of Operations for the fiscal years ended October
31, 1995, and 1994 16
Statements of Stockholders' Equity for the years ended
October 31, 1995, and 1994, and from inception 17
Statements of Cash Flows for the fiscal years ended
October 31, 1995, and 1994 18
Notes to Financial Statements 19
(a)(2)FINANCIAL STATEMENT SCHEDULES. The following financial
statement schedules are included as part of this report:
None.
(a)(3)EXHIBITS. The following exhibits are included as part
of this report:
SEC
Exhibit Reference
Number Number Title of Document Location
- ------- --------- ----------------- -------------
Item 3 Articles of Incorporation and Bylaws
3.01 3 Articles of Amendment to
the Articles of Incorporated Incorporation
by reference*
3.02 3 Articles of Incorporation Incorporated
by reference*
3.03 3 Bylaws Incorporated
by reference*
<PAGE> 12
Item 4 Instruments Defining the Rights of Security Holders
- ------- ---------------------------------------------------
4.01 4 Specimen Stock Certificate Incorporated
by reference*
* Incorporated by reference from the Company's registration
statement on form S-18 filed with the Commission, SEC file no. 33-
2310-D.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities
and on the dates indicated:
Pine View Technologies Corporation
Date: September 17, 1996 By /S/Stephen B. Cluff, President and Director
(Principal Executive Officer)
<PAGE> 13
DAVID T. THOMSON P.C.
CERTIFIED PUBLIC ACCOUNTANT
INDEPENDENT AUDITOR'S REPORT
- ----------------------------
Board of Directors and Stockholders
PINE VIEW TECHNOLOGIES CORPORATION
Salt Lake City, Utah
I have audited the accompanying balance sheets of Pine View
Technologies Corporation (a development stage company) as of
October 31, 1995 and 1994, and the related statements of
operations, stockholders' equity and cash flows for the years
then ended and for the period from November 5, 1985 (inception)
to October 31, 1995. These financial statements are the
responsibility of the Company's management. My responsibility is
to express an opinion on these financial statements based on my
audits.
I conducted my audits in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audits to obtain reasonable assurance about whether
the 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 financial statement presentation. I believe that my
audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Pine
View Technologies Corporation as of October 31, 1995 and 1994,
and the results of its operations and its cash flows for the
years then ended and from November 5, 1985 (inception) to October
31, 1995 in conformity with generally accepted accounting
principles.
/S/ DAVID T. THOMPSON P.C.
Salt Lake City, Utah
February 13, 1995
180 South 300 West, Suite 329
Salt Lake City, Utah 84101
(801) 328-3900
<PAGE> 14
PINE VIEW TECHNOLOGIES CORPORATION
(A Development Stage Company)
<TABLE>
<CAPTION> BALANCE SHEETS
OCTOBER 31, 1995 AND 1994
ASSETS
1995 1994
--------- ---------
<S> <C> <C>
CURRENT ASSETS:
Cash in bank $ 75,050 $ 68,736
Marketable securities, net of
allowance for unrealized loss
of $40,515 and $19,500, respectively -0- 4,485
Accrued interest receivable, less
allowance of $12,823 and $-0- -0- -0-
--------- ---------
Total Current Assets 75,050 79,298
--------- ---------
OTHER ASSETS:
Deferred tax asset 1,923 6,077
--------- ---------
Total Other Assets 1,923 6,077
--------- ---------
TOTAL ASSETS $ 76,973 $ 79,298
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ -0- $ -0-
Income taxes payable 316 176
--------- ----------
Total Current Liabilities 316 176
--------- ----------
STOCKHOLDERS' EQUITY:
Common stock $.001 par value, 50,000,000
shares authorized, 10,501,000 shares
issued and outstanding both periods 10,501 10,501
Capital in excess of par value 98,150 98,150
Earnings accumulated during the
development stage ( 31,994) (29,529)
--------- ----------
Total Stockholders' Equity 76,657 79,122
--------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 76,973 $ 79,298
========= ==========
</TABLE>
<PAGE> 15
PINE VIEW TECHNOLOGIES CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION> From Inception on
For the For The November 5, 1985
Year Ended Year Ended Through
October 31, October 31, October 31,
1995 1994 1995
------------ ------------ ------------
<S> <C> <C> <C>
INTEREST INCOME $ 3,355 $ 2,150 $ 42,231
------------ ------------ ------------
EXPENSES:
Office and general 550 238 8,278
Amortization -0- -0- 110
Professional fees 800 750 6,975
Unrealized loss on marketable
securities -0- 21,015 40,515
Bad debt expense -0- 12,823 12,823
Loss from operations of
discontinued subsidiary -0- -0- 3,357
------------ ------------ ------------
Total Expenses 1,350 34,826 72,058
------------ ------------ ------------
INCOME (LOSS) BEFORE TAX
PROVISION OR BENEFIT 2,005 ( 32,826) (29,827)
BENEFIT OF INCOME TAXES (4,470) 2,976 ( 2,167)
------------ ------------ ------------
NET INCOME (LOSS) $ (2,465) $ (29,700) $ (31,994)
============ ============ ============
EARNINGS (LOSS) SHARE $ ( .00) $ ( .00) $ ( .00)
============ ========== ============
</TABLE>
<PAGE> 16
STATEMENT OF STOCKHOLDERS' EQUITY
FROM THE DATE OF INCEPTION ON NOVEMBER 5, 1985
THROUGH OCTOBER 31, 1995
<TABLE>
<CAPTION> Earnings
Accumulated
Capital in During The
Common Stock Excess of Development
Shares Amount Par Value Stage
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
BALANCE, November 5, 1985 -0- $ -0- $ -0- $ -0-
---------- ---------- ---------- ----------
Shares issued to initial stockholders for
cash, November, 1985 at $.00125 per share 4,000,000 4,000 1,000 -0-
Net loss for the period ended
October 31, 1986 -0- -0- -0- ( 141)
---------- ---------- ---------- ----------
BALANCE, October 31, 1986 4,000,000 4,000 1,000 ( 141)
Shares issued to the public for cash,
July, 1987 at $.02 per share - net
of offering costs of $26,369 6,501,000 6,501 97,150 -0-
Net loss for year ended October 31, 1987 -0- -0- -0- ( 1,115)
---------- ---------- ---------- ----------
BALANCE, October 31, 1987 10,501,000 10,501 98,150 ( 1,256)
Net income for year ended October 31, 1988 -0- -0- -0- 3,097
---------- ---------- ---------- ----------
BALANCE, October 31, 1988 10,501,000 10,501 98,150 1,841
Net loss for year ended October 31, 1989 -0- -0- -0- ( 4,493)
---------- ---------- ---------- ----------
BALANCE, October 31, 1989 10,501,000 10,501 98,150 ( 2,652)
Net income for year ended October 31, 1990 -0- -0- -0- 2,848
---------- ---------- ---------- ----------
BALANCE, October 31, 1990 10,501,000 10,501 98,150 196
Net income for year ended October 31, 1991 -0- -0- -0- 3,856
---------- ---------- ---------- ----------
BALANCE, October 31, 1991 10,501,000 10,501 98,150 4,052
Net income for year ended October 31, 1992 -0- -0- -0- 3,235
---------- ---------- ---------- ----------
BALANCE, October 31, 1992 10,501,000 10,501 98,150 7,287
Net loss for year ended October 31, 1993 -0- -0- -0- ( 7,116)
---------- ---------- ---------- ----------
BALANCE, October 31, 1993 10,501,000 10,501 98,150 171
Net loss for year ended October 31, 1994 -0- -0- -0- (29,700)
---------- ---------- ---------- ----------
BALANCE, October 31, 1994 10,501,000 $ 10,501 $ 98,150 $ (29,529)
Net loss for year ended October 31, 1995 -0- -0- -0- (2,465)
---------- ---------- ---------- ----------
BALANCE, October 31, 1995 10,501,000 $ 10,501 $ 98,150 $ (31,994)
========== ========== ========== ==========
</TABLE>
<PAGE> 17
PINE VIEW TECHNOLOGIES CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
From Inception on
For the For The November 5, 1985
Year Ended Year Ended Through
October 31, October 31, October 31,
1995 1994 1995
------------ ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (Loss) $ ( 2,465) $ ( 29,700) $ ( 31,994)
------------ ------------ ------------
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization expense -0- -0- 330
Unrealized loss on marketable securities -0- 21,015 40,515
Changes in assets and liabilities:
Accrued interest receivable -0- 12,823) -0-
Deferred tax asset 4,154 (3,152) (1,923)
Accounts payable -0- -0- -0-
Income tax payable 140 (1,519) 316
------------ ------------ ------------
4,294 29,167 39,238
------------ ------------ ------------
Net Cash Flows provided (used)
from Operating Activities 1,829 (533) 7,244
------------ ------------ ------------
CASH FLOWS FROM (USED) IN INVESTING ACTIVITIES:
Organization costs -0- -0- ( 330)
Purchase marketable securities -0- ( 45,000) ( 45,000)
Sale of marketable securities 4,485 -0- 4,485
------------ ------------ ------------
Net Cash Flows Provided (used)
From Investing Activities 4,485 -0- ( 40,845)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock issuance -0- -0- 135,020
Cost of stock issuance -0- -0- ( 26,369)
------------ ------------ ------------
Net Cash Flows from Financing Activities -0- -0- 108,651
------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH 6,314 (533) 75,050
CASH AT BEGINNING OF PERIOD 68,736 69,269 -0-
------------ ---------- ------------
CASH AT END OF PERIOD $ 75,050 $ 68,736 $ 75,050
============ ========== ============
SUPPLEMENTAL INFORMATION
Taxes paid $ 176 $ 591 $ 3,774
============ ========== ============
</TABLE>
<PAGE> 18
PINE VIEW TECHNOLOGIES CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Pine View Technologies Corporation (PVT) was
organized under the laws of the State of Nevada on November 5,
1985 and has adopted October 31 as its fiscal year end. PVT has
not commenced planned principle operations and is considered a
development stage company as defined in SFAS No. 7. PVT proposes
to seek potential business ventures which will allow for its long
term growth. PVT has at the present time, not paid any dividends
and any dividends that may be paid in the future will depend upon
the financial requirements of PVT and other relevant factors.
Organization Costs - PVT amortized its organization costs, which
reflected amounts expended to organize PVT over sixty months
using the straight-line method. These costs became fully
amortized in 1991.
Earnings Per Share - The computation of earnings per share of
common stock is based on the weighted average number of shares
outstanding during the period.
Income Taxes - Income taxes have been provided on financial
statement income. Unrealized losses from marketable securities
held for investment and the allowance for bad debt on accrued
interest have been recognized for financial statement purposes
but are not recognized for income tax purposes until actually
realized when sold or written off. Deferred income taxes arise
from timing difference of $12,823 for 1995 and $40,515 for 1994
was calculated to be $1,923 for 1995 and $6,077 for 1994 which
shows as a deferred tax asset in the financial statements.
Marketable Securities - At October 31, 1995 and 1994, current
marketable equity securities are stated at their lower aggregate
cost or market.
Statement of Cash Flows - For purposes of the statement of cash
flows, PVT considers all highly liquid debt investments purchased
with a maturity of three months or less to be cash equivalents.
PVT did not have noncash investing and financing activities
during the periods presented.
<PAGE> 19
Supplemental disclosures of cash flow information:
Cash paid during the period ended;
From Inception on
For The For The November 5, 1985
Year Ended Year Ended Through
October 31, October 31, October 31,
1995 1994 1995
---------- ---------- -----------
Interest $ 10 $ 4 $ 77
========== ========== ===========
Income taxes $ 176 $ 1,695 $ 3,724
========== ========== ===========
NOTE 2 - PUBLIC OFFERING OF COMMON STOCK
PVT completed a public offering of 6,501,000 shares of its
previously authorized, but unissued, common stock. This offering
was registered with the Securities and Exchange Commission on
Form S-18 in accordance with the Securities Act of 1933. An
offering price $.02 per share was arbitrarily determined by the
Company. Total proceeds of the offering amounted to $130,020 and
stock offering costs of $26,369 were offset against capital in
excess of par value.
NOTE 3 - RELATED PARTY TRANSACTION
Office Rental - PVT has used the offices and clerical staff of an
officer on a rent free basis.
Management Compensation - PVT has not compensated officers or
directors for time or services rendered to PVT from the proceeds
of the public stock offering.
NOTE 4 - INCOME TAXES
Income tax expense includes federal taxes currently payable less
deferred taxes arising from timing differences between financial
statement and tax basis income. The income tax expense which is
currently payable amounts to $316 at October 31, 1995 and $176 at
October 31, 1994 less deferred tax benefits of $4,154 for 1995
and $3,152 for 1994.
NOTE 5 - PROPOSED COMMON STOCK DISTRIBUTION
PVT formed a wholly-owned subsidiary, Camino Capital Corp., which
it intended to "spin-off" to its shareholders. PVT owned all
5,250,500 shares of subsidiary stock for which it paid $50,000.
<PAGE> 20
PVT planned to distribute the 5,250,500 shares to its
shareholders on a basis of one share of Subsidiary stock for each
two shares of PVT stock owned. The spin-off was abandoned and
the subsidiary was dissolved. (See note 6)
NOTE 6 - DISSOLUTION OF SUBSIDIARY
For purposes of reporting for these financial statements the
subsidiary is being treated as dissolved effective October 31,
1991. The cumulative losses of the subsidiary during the period
it was owned by PVT are shown in the development stage cumulative
column in the Statement of Operations. The 5,250,500 shares
owned were returned to the subsidiary for the net assets of the
subsidiary valued at a historical cost of $46,642.94. Those
shares returned to the subsidiary were canceled and in effect the
subsidiary ceased to exist at October 31, 1991. Any financial
activity subsequent to October 31, 1991 by the subsidiary was
immaterial and was shown as activity of the parent.
NOTE 7 - LOAN RECEIVABLE
At October 31, 1992 PVT had loaned $50,309 to F.D.G., Inc., which
is located in Utah. The loans were secured and had interest
paying at a rate of four percent (4%) per month. The amounts to
be loaned and repaid were done per specific provisions of a loan
and security agreement between PVT and F.D.G., Inc.
At October 31, 1992 all the principal amount loaned to F.D.G. had
been repaid. At October 31, 1995 and 1994 $12,823 of interest
due on money loaned to F.D.G., Inc. remains unpaid and in 1995 a
valuation allowance was applied against the accrued receivable
shown in the Balance Sheet.
NOTE 8 - MARKETABLE EQUITY SECURITIES
At October 31, 1994, the aggregate cost of current marketable
equity securities exceeded the aggregate market value by $40,515.
An allowance for unrealized losses has been established at
October 31, 1994 in the amount of $40,515. Results of operations
for 1994 include a net unrealized loss of $21,015. On December
16, 1994 the Company issued a trade to sell all shares which was
consummated on December 23, 1994 for a price of $4,485.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000786771
<NAME> PINE VIEW TECHNOLOGIES CORP.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> OCT-31-1995
<CASH> 75,050
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 75,050
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 76,973
<CURRENT-LIABILITIES> 316
<BONDS> 0
0
0
<COMMON> 108,651
<OTHER-SE> (31,994)
<TOTAL-LIABILITY-AND-EQUITY> 76,973
<SALES> 0
<TOTAL-REVENUES> 3,335
<CGS> 0
<TOTAL-COSTS> 1,350
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,005
<INCOME-TAX> (4,470)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,465)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
