<PAGE> 1
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 Quarter Ended: April 30, 1998
[ ] Transition Report Under 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
(Name of Small Business Issuer in its 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 and Zip Code)
(801) 485-1645
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
(1) Yes X No (2) Yes No X
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock, Par Value $0.001 10,501,000
- ------------------------------ ----------------------------
Title of Class Number of Shares Outstanding
as of July 7, 1998
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PINE VIEW TECHNOLOGIES CORPORATION
FINANCIAL STATEMENTS
(UNAUDITED)
The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted.
However, in the opinion of management, all adjustments (which include only
normal recurring accruals) necessary to present fairly the financial position
and results of operations for the periods presented have been made. These
financial statements should be read in conjunction with the accompanying
notes, and with the historical financial information of the Company.
<PAGE> 3
PINE VIEW TECHNOLOGIES CORPORATION
(A Development Stage Company)
CONDENSED BALANCE SHEETS
ASSETS
April 30, October 31,
1998 1997
(Unaudited)
----------- -----------
CURRENT ASSETS:
Cash in bank $ 67,474 $ 68,229
Other receivable - 492
Accrued interest receivable,
less allowance - -
----------- -----------
Total Current Assets 67,474 68,721
----------- -----------
OTHER ASSETS:
Deferred tax asset 1,923 1,923
----------- -----------
Total Other Assets 1,923 1,923
----------- -----------
$ 69,397 $ 70,644
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 900 $ 1,500
Income taxes payable - -
----------- -----------
Total Current Liabilities 900 1,500
----------- -----------
STOCKHOLDERS' EQUITY:
Common stock, Par value $.001;
50,000,000 shares authorized
10,501,000 shares issued both
periods 10,501 10,501
Capital in excess of par value 98,150 98,150
Deficit accumulated during the
development stage (40,154) (39,507)
----------- -----------
Total Stockholders' Equity 68,497 69,144
----------- -----------
$ 69,397 $ 70,644
=========== ===========
Note: The balance sheet at October 31, 1997, has been taken from the audited
financial statements at that date and condensed.
The accompanying notes are an integral part of these financial statements.
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<PAGE> 4
PINE VIEW TECHNOLOGIES CORPORATION
(A Development Stage Company)
<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS
(Unaudited)
From Inception
For the Three For the Six on November 5
Months Ended Months Ended 1985 Through
April 30, April 30, April 30,
------------------ -------------------- --------------------
1998 1997 1998 1997 1998
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
REVENUE:
Interest income $ 652 $ 651 $ 1,331 $ 1,344 $ 49,353
--------- --------- --------- --------- ---------
652 651 1,331 1,344 49,353
--------- --------- --------- --------- ---------
EXPENSES:
Office and general 4 724 4 757 9,234
Amortization - - - - 110
Professional fees 794 1,148 1,974 2,778 22,592
Unrealized loss
on marketable
securities - - - - 40,515
Bad debt expense - - - - 12,823
Loss from operation
of discontinued
subsidiary - - - - 3,357
-------- --------- --------- --------- ---------
Total Expenses 798 1,872 1,978 3,535 88,631
-------- --------- --------- --------- ---------
NET INCOME (LOSS)
BEFORE TAXES (146) (1,221) (647) (2,191) (39,278)
-------- --------- --------- --------- ---------
TAX (EXPENSE) BENEFIT - - - - (876)
-------- --------- --------- --------- ---------
NET INCOME (LOSS) $ (146) $ (1,221) $ (647) $ (2,191) $ (40,154)
-------- --------- --------- --------- ---------
INCOME (LOSS)
PER SHARE $ (0.00) $ (0.00) $ (0.00) $ 0.00 $ (0.00)
--------- --------- --------- --------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 5
PINE VIEW TECHNOLOGIES CORPORATION
(A Development Stage Company)
<TABLE>
<CAPTION>
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
From Inception
For the Three For the Six on November 5
Months Ended Months Ended 1985 Through
April 30, April 30, April 30,
------------------ -------------------- --------------------
1998 1997 1998 1997 1998
---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM (USED IN)
OPERATING ACTIVITIES
Net income (loss) $ (146) $ (1,221) $ (647) $ (2,191) $ (40,154)
Adjustment to reconcile
net income to net cash
provided by operating
activities
Amortization expense - - - - 330
Realized loss on
marketable securities - - - - 40,515
Changes in assets and
liabilities
Other receivable 492 - 492 - -
Deferred tax asset - - - - (1,923)
Accounts payable 794 (240) (600) (40) 900
---------- ---------- ---------- ---------- ---------
Net cash provided
(used) by operating
activities 1,140 (1,461) (755) (2,231) (332)
---------- ---------- ---------- ---------- ---------
CASH FLOWS FROM (USED IN)
INVESTING ACTIVITIES
Organization costs - - - - (330)
Purchase of marketable
securities - - - - (45,000)
Sale of marketable
securities - - - - 4,485
---------- ---------- ---------- ---------- ---------
Net cash provided
(used) by investing
activities - - - - (40,845)
---------- ---------- ---------- ---------- ---------
CASH FLOWS FROM
FINANCING ACTIVITIES
Proceeds from common
stock issuance - - - - 135,020
Cost of stock issuance - - - - (26,369)
---------- ---------- ---------- ---------- ---------
Net cash provided
financing activities - - - - 108,651
---------- ---------- ---------- ---------- ---------
NET CASH PROVIDED (USED)
DURING PERIOD 1,140 (1,461) (755) (2,231) 67,474
CASH AND CASH EQUIVALENTS
BEGINNING 66,334 68,678 68,229 69,448 -
---------- ---------- ---------- ---------- ---------
CASH AND CASH EQUIVALENTS
ENDING 67,474 67,217 67,474 67,217 67,474
---------- ---------- ---------- ---------- ---------
SUPPLEMENTAL INFORMATION
Taxes Paid $ - $ 316 $ - $ - $ 3,291
---------- ---------- ---------- ---------- ---------
Interest Paid $ - $ - $ - $ - $ 77
---------- ---------- ---------- ---------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
PINE VIEW TECHNOLOGIES CORPORATION
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 - CONDENSED FINANCIAL STATEMENT
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operation and cash flows at April 30, 1998 and for all
periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's October 31, 1997
audited statements. The results of operations for the periods ended April 30,
1998 and 1997 are not necessarily indicative of the operating results for the
full year.
<PAGE>
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
- -------
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 and officers and directors. Additionally, the
Company engaged in a public offering of its securities at an offering price of
$0.02 per share of its common stock, par value $0.001 per share (the "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 its public offering, the Company has not
engaged in any significant operations other than investigating potential
business opportunities, none of which has come to fruition.
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, bylaws
or by contract, stockholders' approval may 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 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 agreement is reached 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 complete the participation in or acquisition of any
future 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 participation in or the acquisition of any business prospect, will be
profitable.
The Company has agreed with Noland Schneider, a principal shareholder of
the Company, to allow him to investigate and negotiate potential acquisitions
and mergers on behalf of the Company. Presently, Mr. Schneider is not being
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<PAGE> 8
paid a fee for his services, however, should his efforts prove successful, the
Company and Mr. Schneider may agree on some form of compensation. Management
of the Company anticipates that Mr. Schneider will have a significant voice in
any proposed merger or acquisition given his business experience and
shareholdings in the Company.
Liquidity and Capital Resources
- -------------------------------
As of April 30, 1998, the Company had assets of $69,397 and no
liabilities. Working Capital at April 30, 1998, was $68,497. The Company has
only incidental ongoing expenses primarily associated with maintaining its
corporate status and professional fees associated with accounting costs. For
the three and six months ended April 30, 1998, the Company had expenses of
$798 and $1,978, respectively. These expenses primarily consisted of
professional fees associated with maintaining the Company's financial
statements and SEC reporting obligations. Although the Company has had
only limited expenses, it may have to incur substantial legal and accounting
cost to bring it current on its financial and corporate reporting obligation.
Management anticipates that the Company will incur more cost including legal
and accounting fees to locate and complete a merger or acquisition. At the
present time the Company has the assets to meet these financial requirements.
The Company does not, however, have substantial assets to entice potential
business opportunities to enter into transactions with the Company.
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 with which to acquire or merge.
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.
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 as it has only limited capital and no operations.
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" and no salaries or other form of
compensation are being paid by the Company for the time and effort required by
management to run the Company. The Company does intend to reimburse its
officers and directors for out of pocket cost.
<PAGE> 9
Results of Operations
- ---------------------
The Company's has no operations except preliminary investigation of one
or more potential business opportunities, none of which have come to fruition.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
---------
No exhibits are included as they are either not required or not applicable.
(b) Reports on Form 8-K.
--------------------
None.
<PAGE>
<PAGE> 10
SIGNATURES
Pursuant to 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.
PINE VIEW TECHNOLOGIES CORPORATION, INC.
[Registrant]
Dated: July 23, 1998 By /S/ Stephen B. Cluff
President and Principal Financial
Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> APR-30-1998
<CASH> 67,474
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 67,474
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 69,397
<CURRENT-LIABILITIES> 900
<BONDS> 0
0
0
<COMMON> 108,651
<OTHER-SE> (40,154)
<TOTAL-LIABILITY-AND-EQUITY> 69,397
<SALES> 0
<TOTAL-REVENUES> 1,331
<CGS> 0
<TOTAL-COSTS> 1,872
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (647)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (647)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
