<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
For the fiscal year ended October 31, 1996
----------------
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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
[X] No [ ]
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]
<PAGE> 2
State issuer's revenues for its most recent fiscal year: $3,094
------
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 March 24, 1997, of $0.02
per share, the market value of shares held by nonaffiliates would be $160,970.
As of March 24, 1997, 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
<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, 1996.
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 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
October 1996 $0.02 $0.02
January 1997 $0.02 $0.02
At March 24, 1997, 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 March 24, 1997, 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, 1996, the Company had $71,687 in assets and liabilities
of $40. Working Capital at October 31, 1996, was $71,647. The Company has
only incidental ongoing expenses primarily associated with maintaining its
corporate status and bring the Company current in its reporting obligations to
the Securities and Exchange Commission. For the
twelve months ended October 31, 1996, the Company's principal expenses were
professional fees of $8,200 and general and administrative expenses of $210.
The only revenue the Company received was from interest income of $3,094.
PAGE
<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.
PAGE
<PAGE> 7
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 March 24, 1997, 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 53 President and 1989
Director
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;
<PAGE> 8
(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;
(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 $100,000 during such period (as determined at October 31, 1996, the
end of the Company's last completed fiscal year):
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
Other Restricted
Name and Annual Stock Options
LTIP All other
Principal Position Year Salary Bonus($) Compensation Awards /SARs
Payout Compensation
- ------------------ ---- ------ -------- ------------ ------ -------
- ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
<C>
Stephen B. Cluff 1996 $-0- -0- -0- -0- -0-
- -0- -0-
President and CEO 1995 -0- -0- -0- -0- -0-
- -0- -0-
1994 -0- -0- -0- -0- -0-
- -0- -0-
</TABLE>
PAGE
<PAGE> 9
Cash Compensation
There was no cash compensation paid to any director or executive officer
of the Company during the fiscal years ended October 31, 1996, 1995, and
1994.
Bonuses and Deferred Compensation
None.
Compensation Pursuant to Plans.
None.
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.PAGE
<PAGE> 10
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 24, 1997, 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
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)
(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.
<PAGE> 11
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT AND OTHERS.
During the fiscal year ended October 31, 1996, 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, 1996, 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 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, 1996, and 1995 14
Statements of Operations for the fiscal years ended October
31, 1996, and 1995 16
Statements of Stockholders' Equity for the years ended
October 31, 1996, and 1995, and from inception 17
Statements of Cash Flows for the fiscal years ended
October 31, 1996, and 1995 18
Notes to Financial Statements 19
<PAGE> 12
(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*
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: March 24, 1997 By /S/Stephen B. Cluff, President and Director
(Principal Executive Officer)
PAGE
<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, 1996 and 1995, 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, 1996. 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, 1996 and 1995, and the results of its operations
and its cash flows for the years then ended and from November 5, 1985
(inception) to October 31, 1996 in conformity with generally accepted
accounting principles.
/S/ DAVID T. THOMPSON P.C.
Salt Lake City, Utah
January 3, 1997
180 South 300 West, Suite 329
Salt Lake City, Utah 84101
(801) 328-3900
PAGE
<PAGE> 14
PINE VIEW TECHNOLOGIES CORPORATION
(A Development Stage Company)
<TABLE>
<CAPTION>BALANCE SHEETS
OCTOBER 31, 1996 AND 1995
ASSETS
1996 1995
--------- ---------
<S> <C> <C>
CURRENT ASSETS:
Cash in bank $ 69,448 $ 75,050
Other receivable 316 -0-
Accrued interest receivable, less
allowance of $12,823, both years -0- -0-
--------- ---------
Total Current Assets 69,764 75,050
--------- ---------
OTHER ASSETS:
Deferred tax asset 1,923 1,923
--------- ---------
Total Other Assets 1,923 1,923
--------- ---------
TOTAL ASSETS $ 71,687 $ 71,687
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ 40 $ 40
Income taxes payable -0- -0-
--------- ---------
Total Current Liabilities 40 40
--------- ---------
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 ( 37,004) (31,994)
--------- ---------
Total Stockholders' Equity 71,647 76,657
--------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 71,687 $ 76,973
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<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,
1996
1995 1996
------------
- ------------ ------------
<S> <C>
<C> <C>
INTEREST INCOME $ 3,094 $
3,355 $ 45,325
------------
- ------------ ------------
3,094
3,355 45,325
------------
- ------------ ------------
EXPENSES:
Office and general 210
550 8,488
Amortization -0-
- -0- 110
Professional fees 8,210
800 15,185
Unrealized loss on marketable securities -0-
- -0- 40,515
Bad debt expense -0-
- -0- 12,823
Loss from operations of discontinued subsidiary -0-
- -0- 3,357
------------
- ------------ ------------
Total Expenses 8,420
1,350 80,478
------------
- ------------ ------------
INCOME (LOSS) BEFORE TAX
PROVISION OR BENEFIT (5,326)
2,005 (35,153)
(PROVISION) FOR BENEFIT OF INCOME TAXES 316
(4,470) (1,851)
------------
- ------------ ------------
NET INCOME (LOSS) $ (5,010) $
(2,465) $ (37,004)
============
============ ============
EARNINGS (LOSS) SHARE $ ( .00) $ (
.00) $ ( .00)
============
========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE> 16
STATEMENT OF STOCKHOLDERS' EQUITY
FROM THE DATE OF INCEPTION ON NOVEMBER 5, 1985
THROUGH OCTOBER 31, 1996
<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)
Net loss for year ended October 31, 1996 -0-
- -0- -0- (5,010)
---------- ----------
- ---------- ----------
BALANCE, October 31, 1996 10,501,000 $ 10,501 $
98,150 $ (37,004)
========== ==========
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
<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,
1996
1995 1996
------------
- ------------ ------------
<S> <C>
<C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (Loss) $ ( 5,010) $
(2,465) $ ( 37,004)
------------
- ------------ ------------
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization expense -0-
- -0- 330
Realized loss on marketable securities -0-
- -0- 40,515
Changes in assets and liabilities:
Other receivable (316)
- -0- (316)
Accrued interest receivable -0-
- -0- -0-
Deferred tax asset -0-
4,154 (1,923)
Accounts payable 40
- -0- 40
Income tax payable (316)
140 -0-
------------
- ------------ ------------
(592)
4,294 38,646
------------
- ------------ ------------
Net Cash Flows provided (used)
from Operating Activities (5,602)
1,829 1,642
------------
- ------------ ------------
CASH FLOWS FROM (USED) IN INVESTING ACTIVITIES:
Organization costs -0-
- -0- (330)
Sale of marketable securities -0-
4,485 4,485
------------
- ------------ ------------
Net Cash Flows Provided (used)
From Investing Activities -0-
4,485 (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 (5,602)
6,314 69,448
CASH AT BEGINNING OF PERIOD 75,050
68,736 -0-
------------
- ---------- ------------
CASH AT END OF PERIOD $ 69,448 $
75,050 $ 69,448
============
========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
PAGE
<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 1996 and 1995 was calculated to be $1,923 for
1996 and 1995 which shows as a deferred tax asset in the financial statements
for both years.
Marketable Securities - At October 31, 1994, current marketable equity
securities were stated at their lower aggregate cost or market. The securities
were sold in 1995.
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.
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,
1996 1995 1996
---------- ---------- -----------
Interest $ -0- $ 10 $ 77
========== ========== ===========
Income taxes $ 316 $ 176 $ 4,040
========== ========== ===========
<PAGE> 19
Estimates - The preparation of 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.
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
$-0- (zero) at October 31, 1996 and $316 at October 31, 1995, less deferred
tax expenses of $-0- (zero) for 1996 and deferred tax expense of $4,154 for
1995.
The Company has a net operating loss carryover (NOL) of $3,216 at October 31,
1996, which expires in the year 2011. An allowance of $482 has been set up
for the tax benefit of $482 from the NOL. The change in the allowance for
1996 was $482 and $-0- (zero) in 1995. There were no tax benefits for an NOL
in 1995.
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.
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)
PAGE
<PAGE> 20
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, 1996 and 1995, $12,823 of interest due on money loaned
to F.D.G., Inc. remains unpaid and in 1996 and 1995, a valuation allowance of
the total amount owed of $12,823 for both years was applied against the
accrued receivable shown in the Balance Sheets for both years.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000786771
<NAME> PINEVIEW TECHNOLOGIES CORP
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-31-1996
<CASH> 69,448
<SECURITIES> 0
<RECEIVABLES> 316
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 69,764
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 71,687
<CURRENT-LIABILITIES> 40
<BONDS> 0
0
0
<COMMON> 108,651
<OTHER-SE> (37,004)
<TOTAL-LIABILITY-AND-EQUITY> 71,647
<SALES> 0
<TOTAL-REVENUES> 3,094
<CGS> 0
<TOTAL-COSTS> 8,420
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,326)
<INCOME-TAX> 316
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,010)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
